SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FRANKE WILLIAM A
(Last) (First) (Middle)
C/O FRONTIER GROUP HOLDINGS, INC.
4545 AIRPORT WAY
(Street)
DENVER CO 80239
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Frontier Group Holdings, Inc. [ ULCC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Chair of the Board
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/05/2024 J(1) 178,834,034 D $0.00 0 I By Indigo Frontier Holdings Company, LLC(2)
Common Stock 67,285,621(3) D
Common Stock 31,975,180(3) I By Indigo Denver Management Company, LLC(4)
Common Stock 82,449(3) I By Spouse
Common Stock 116,827(3) I By Indigo Partners LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FRANKE WILLIAM A
(Last) (First) (Middle)
C/O FRONTIER GROUP HOLDINGS, INC.
4545 AIRPORT WAY
(Street)
DENVER CO 80239
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Chair of the Board
1. Name and Address of Reporting Person*
Indigo Denver Management Company, LLC
(Last) (First) (Middle)
C/O INDIGO PARTNERS
2525 EAST CAMELBACK ROAD, SUITE 900
(Street)
PHOENIX AZ 85016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents a pro-rata distribution in-kind by Indigo Frontier Holdings Company, LLC to its members for no consideration (the "Distribution").
2. These shares are held directly by Indigo Frontier Holdings Company, LLC. William A. Franke is the sole member of Indigo Denver Management Company, LLC, which is the managing member of Indigo Frontier Holdings Company, LLC, and as such, Mr. Franke may be deemed to have voting and dispositive power over these shares. Mr. Franke disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Includes shares received in the Distribution.
4. These shares are held directly by Indigo Denver Management Company, LLC. William A. Franke is the sole member of Indigo Denver Management Company, LLC, and as such, may be deemed to have voting and dispositive power over these shares. Mr. Franke disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
/s/ William A. Franke 04/09/2024
INDIGO DENVER MANAGEMENT COMPANY, LLC, by: /s/ William A. Franke, managing member 04/09/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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