Spirit Airlines, Inc.
Spirit Airlines, Inc. (Form: 3, Received: 05/24/2011 21:00:34)
Washington, D.C. 20549


OMB Number: 3235-0104
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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 *

Biffle Barry

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

3. Issuer Name and Ticker or Trading Symbol

Spirit Airlines, Inc. [SAVE]

(Last)        (First)        (Middle)


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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP & Chief Marketing Officer /


MIRAMAR, FL 33025       

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


6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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 B Common Stock   (1) 259740   D    

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
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
Stock Option (right to buy)     (2) 7/27/2020   Class B Common Stock   (1) 10000   $7.80   D    

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." Pursuant to that certain Recapitalization Agreement, dated as of September 17, 2010, by and among the Issuer, certain stockholders of the Issuer, and certain noteholders of the Issuer, immediately following the closing of the Issuer's initial public offering, each one (1) share of Non-Voting Common Stock then held by the Reporting Person will be exchanged for one (1) share of Common Stock.
( 2)  25% of the shares subject to the option will vest and become exercisable annually following February 2, 2010 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
Biffle Barry

EVP & Chief Marketing Officer

/s/ Thomas Canfield, as Attorney-in-Fact for Barry Biffle 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.

        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.      prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to
the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

2.      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

3.      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);

4.      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

5.      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 24, 2011.

                                        Signature:      /s/ Barry Biffle
                                        Print Name:     Barry Biffle