Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Frontier Group Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
35909R108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 35909R108 | Schedule 13G | Page 1 of 8 |
| 1 |
Names of Reporting Persons
Indigo Frontier Holdings Company, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
178,834,034 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
178,834,034 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
178,834,034 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
82.8% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 35909R108 | Schedule 13G | Page 2 of 8 |
| 1 |
Names of Reporting Persons
Indigo Denver Management Company, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
178,834,034 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
178,834,034 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
178,834,034 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
82.8% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 35909R108 | Schedule 13G | Page 3 of 8 |
| 1 |
Names of Reporting Persons
William A. Franke | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
7,092 | ||||
| 6 | Shared Voting Power
178,834,034 | |||||
| 7 | Sole Dispositive Power
7,092 | |||||
| 8 | Shared Dispositive Power
178,834,034 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
178,841,126 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
82.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 35909R108 | Schedule 13G | Page 4 of 8 |
| ITEM 1. | (a) Name of Issuer: |
Frontier Group Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
4545 Airport Way, Denver, CO 80239
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Indigo Frontier Holdings Company, LLC
Indigo Denver Management Company, LLC
William A. Franke
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is c/o Indigo Partners, 2525 East Camelback Road, Suite 900, Phoenix, AZ 85016.
| (c) | Citizenship of each Reporting Person is: |
Indigo Frontier Holdings Company, LLC and Indigo Denver Management Company, LLC are organized under the laws of the state of Delaware. William A. Franke is a citizen of the United States.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share (“Common Stock”).
| (e) | CUSIP Number: |
35909R108
| ITEM 3. |
|
Not applicable.
| CUSIP No. 35909R108 | Schedule 13G | Page 5 of 8 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 216,012,632 shares of Common Stock outstanding as of November 5, 2021, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Indigo Frontier Holdings Company, LLC |
178,834,034 | 82.8 | % | 0 | 178,834,034 | 0 | 178,834,034 | |||||||||||||||||
| Indigo Denver Management Company, LLC |
178,834,034 | 82.8 | % | 0 | 178,834,034 | 0 | 178,834,034 | |||||||||||||||||
| William A. Franke |
178,841,126 | 82.8 | % | 7,092 | 178,834,034 | 0 | 178,834,034 | |||||||||||||||||
Indigo Frontier Holdings Company, LLC is the record holder of 178,834,034 shares of Common Stock reported herein. Mr. Franke is the beneficial owner of 7,092 shares of Common Stock issuable upon vesting of restricted stock units.
Mr. Franke is the sole member of Indigo Denver Management Company, LLC, which is the managing member of Indigo Frontier Holdings Company, LLC. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by Indigo Frontier Holdings Company, LLC.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. 35909R108 | Schedule 13G | Page 6 of 8 |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 35909R108 | Schedule 13G | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| Indigo Frontier Holdings Company, LLC | ||
| By: | Indigo Denver Management Company, LLC, its managing member | |
| By: | /s/ William A. Franke | |
| Name: | William A. Franke | |
| Title: | Managing Member | |
| Indigo Denver Management Company, LLC | ||
| By: | /s/ William A. Franke | |
| Name: | William A. Franke | |
| Title: | Managing Member | |
| William A. Franke | ||
| /s/ William A. Franke | ||
| CUSIP No. 35909R108 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 11, 2022.
| Indigo Frontier Holdings Company, LLC | ||
| By: | Indigo Denver Management Company, LLC, its managing member | |
| By: | /s/ William A. Franke | |
| Name: | William A. Franke | |
| Title: | Managing Member | |
| Indigo Denver Management Company, LLC | ||
| By: | /s/ William A. Franke | |
| Name: | William A. Franke | |
| Title: | Managing Member | |
| William A. Franke | ||
| /s/ William A. Franke | ||