Spirit Airlines, Inc.
Spirit Airlines, Inc. (Form: 3, Received: 05/24/2011 20:59:28)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Indigo Florida L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/24/2011 

3. Issuer Name and Ticker or Trading Symbol

Spirit Airlines, Inc. [SAVE]

(Last)        (First)        (Middle)

C/O INDIGO PARTNERS LLC, 2525 EAST CAMELBACK ROAD, SUITE 800

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

PHOENIX, AZ 85016       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   (1) (2) 5182212   I   See Footnotes   (3) (5)
Class B Common Stock   (1) (2) 4151103   I   See Footnotes   (3) (5)
Class A Common Stock   (1) (2) 5666655   I   See Footnotes   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Pursuant to the Fourth Amended and Restated Certificate of Incorporation of Spirit Airlines, Inc. (the "Issuer") to be filed immediately prior to the closing of the Issuer's initial public offering, each one (1) outstanding share of Class A Common Stock will be reclassified as one (1) share of a newly-established class of stock of the Issuer designated as "Common Stock" and each one (1) outstanding share of Class B Common Stock will be reclassified as one (1) share of a newly-established class of stock of the Issuer designated as "Non-Voting Common Stock." (Continued in footnote 2)
( 2)  Pursuant to that certain Recapitalization Agreement, dated as of September 17, 2010, by and among the Issuer, certain stockholders of the Issuer, and certain holders of all of the outstanding debt of the Issuer, including Indigo Florida, L.P. and Indigo Miramar LLC, immediately following the closing of the Issuer's initial public offering, each one (1) share of Non-Voting Common Stock then outstanding will be exchanged for one (1) share of Common Stock, provided, however, that at the election of Indigo Florida, L.P. or Indigo Miramar LLC, any one (1) share of Non-Voting Common Stock then held by either Indigo Florida, L.P. or Indigo Miramar LLC may remain as Non-Voting Common Stock.
( 3)  Shares held by Indigo Florida, L.P.
( 4)  Shares held by Indigo Miramar LLC.
( 5)  Indigo Pacific Partners LLC is the sole member of Indigo Pacific Capital LLC, which is the general partner of Indigo Pacific Management LP, which is the general partner of Indigo Florida, L.P. Indigo Management LLC is the manager of Indigo Miramar LLC. William Franke, a member of the Issuer's board of directors, is a managing member of Indigo Pacific Partners LLC and a manager of Indigo Management LLC and shares voting and investment power over the shares held by Indigo Florida, L.P. and Indigo Miramar LLC. Mr. Franke disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Indigo Florida L.P.
C/O INDIGO PARTNERS LLC
2525 EAST CAMELBACK ROAD, SUITE 800
PHOENIX, AZ 85016

X

Indigo Miramar LLC
C/O INDIGO PARTNERS LLC
2525 EAST CAMELBACK ROAD, SUITE 800
PHOENIX, AZ 85016

X

FRANKE WILLIAM A
C/O INDIGO PARTNERS LLC
2525 EAST CAMELBACK ROAD, SUITE 800
PHOENIX, AZ 85016
X X


Signatures
/s/ Thomas C. Canfield, as Attorney-in-Fact for Indigo Florida, L.P. 5/24/2011
** Signature of Reporting Person Date

/s/ Thomas C. Canfield, as Attorney-in-Fact for Indigo Miramar LLC 5/24/2011
** Signature of Reporting Person Date

/s/ Thomas C. Canfield, as Attorney-in-Fact for William Franke 5/24/2011
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ben Baldanza, David Lancelot and Thomas Canfield, and each of them his true and lawful
attorneys-in-fact and agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to:

1.      execute for an on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of Spirit Airlines, Inc. (the "Company") and/or 10% holder of the
Company's capital stock, Forms 3, 4, 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;

2.      execute for and on behalf of the undersigned, one or more Forms 144 under the Securities
Act of 1933, as amended, as and when authorized by the undersigned telephonically or by
electronic transmission (including e-mail);

3.      do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, 5 or 144 and timely file
such form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

4.      take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities and Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of an
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on May 20, 2011.


INDIGO FLORIDA, L.P., a Cayman Islands
exempted limited partnership

By:     INDIGO PACIFIC MANAGEMENT LP,
A Cayman Islands exempted limited
partnership, its general partner

By:     INDIGO PACIFIC CAPITAL LLC,
a Delaware limited liability company, its
general partner

By:     INDIGO PACIFIC PARTNERS LLC,
        a       Delaware limited liability company, its sole member


By:     /s/ William A. Franke
        Name:   William A. Franke
        Its: Managing Member





POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ben Baldanza, David Lancelot and Thomas Canfield, and each of them his true and lawful
attorneys-in-fact and agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to:

1.      execute for an on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of Spirit Airlines, Inc. (the "Company") and/or 10% holder of the
Company's capital stock, Forms 3, 4, 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;

2.      execute for and on behalf of the undersigned, one or more Forms 144 under the Securities
Act of 1933, as amended, as and when authorized by the undersigned telephonically or by
electronic transmission (including e-mail);

3.      do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, 5 or 144 and timely file
such form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

4.      take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities and Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of an
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on May 20, 2011.

INDIGO MIRAMAR LLC, a Delaware limited
liability company
By:     INDIGO MANAGEMENT LLC, a
        Delaware limited liability company, its
        manager


By:     /s/ William A. Franke
        Name:   William A. Franke
        Its: Manager





POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Ben Baldanza, David Lancelot and Thomas Canfield, and each of them his true and
lawful attorneys-in-fact and agents with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to:

1.      execute for an on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of Spirit Airlines, Inc. (the "Company"), Forms 3, 4, 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder;

2.      execute for and on behalf of the undersigned, one or more Forms 144 under the
Securities Act of 1933, as amended, as and when authorized by the undersigned
telephonically or by electronic transmission (including e-mail);

3.      do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, 5 or 144 and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

4.      take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities and Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of an
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on November 23, 2010.

                                        Signature:      /s/ William Franke
                                        Print Name:     William Franke