Brookfield Oaktree Holdings, LLC — Director's Dealing 2012

Aug 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Spirit Airlines, Inc. (SAVE)
CIK: 0001498710
Period of Report: 2012-07-31

Reporting Person: Oaktree Capital Group Holdings GP, LLC (Director, 10% Owner)
Reporting Person: OAKTREE CAPITAL MANAGEMENT LP (Director, 10% Owner)
Reporting Person: Oaktree Holdings, Inc. (Director, 10% Owner)
Reporting Person: Oaktree Capital Group, LLC (Director, 10% Owner)
Reporting Person: OCM Spirit Holdings III-A, LLC (Director, 10% Owner)
Reporting Person: OCM PRINCIPAL OPPORTUNITIES FUND II LP (Director)
Reporting Person: OCM PRINCIPAL OPPORTUNITIES FUND III L P (Director, 10% Owner)
Reporting Person: OCM Principal Opportunities Fund III GP, L.P. (Director, 10% Owner)
Reporting Person: OAKTREE FUND GP I, L.P. (Director, 10% Owner)
Reporting Person: Oaktree Capital I, L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-31	Common Stock, par value of $0.0001 per share	S	9394927	$20.30	Disposed	0	Indirect

Footnotes

F1: On July 31, 2012, OCM Spirit Holdings III-A, LLC ("Holdings III-A") sold 7,177,859 shares of Common Stock of the Issuer, POF Spirit Domestic Holdings, LLC ("POF Domestic Holdings") sold 2,026,480 shares of Common Stock of the Issuer, and POF Spirit Foreign Holdings, LLC ("POF Foreign Holdings" and together with Holdings III-A and POF Domestic Holdings, the "Oaktree Entities") sold 190,588 shares of Common Stock of the Issuer (the "Sale").

F2: After giving effect to the Sale, Holdings III-A, POF Domestic Holdings and POF Foreign Holdings each no longer directly owns any shares of Common Stock. This Form 4 is being filed by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as manager of Oaktree Capital Group, LLC ("OCG"), (ii) OCG, in its capacity as sole shareholder of Oaktree Holdings, Inc. ("OHI") and managing member of Oaktree Holdings, LLC, (iii) OHI, in its capacity as general partner of Oaktree Capital Management, L.P. ("Capital Management"), (iv) Capital Management, in its capacity as manager of the Oaktree Entities, (v) OCM Principal Opportunities Fund II, L.P. ("POF II"), as a member of the Oaktree Entities, (vi) OCM Principal Opportunities Fund III, L.P.

F3: ("POF III"), as a member of the Oaktree Entities, (vii) OCM Principal Opportunities Fund III GP, L.P. ("Fund III GP"), as general partner of POF III, (viii) Oaktree Fund GP I, L.P. ("Oaktree GP"), as general partner of Fund III GP and POF II, (ix) Oaktree Capital I, L.P. ("Oaktree LP"), as general partner of Oaktree GP, (x) OCM Holdings I, LLC ("OCM Holdings"), as general partner of Oaktree LP, and (xi) Oaktree Holdings, LLC, as managing member of OCM Holdings ("OHL" and together with OCGH GP, OCG, OHI, Capital Management, Holdings III-A, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP, and OCM Holdings, collectively the "Reporting Persons"). Following the Sale, none of the Reporting Persons has any direct or indirect beneficial interest in any shares of Common Stock of the Issuer and will no longer be Reporting Persons.

F4: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F5: OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton.