SEC Form SC 13G filed by Frontier Group Holdings Inc.

United States

Securities and Exchange Commission

Washington, D.C. 20549

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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).  

⁽¹⁾ The calculation assumes that there are a total of 223,374,396 shares of Common Stock, $0.001 par value per share (the “Common Stock”), outstanding as of February 16, 2024, as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 20, 2024 (the “Form 10-K”).

⁽²⁾ The calculation assumes that there are a total of 223,374,396 shares of the Common Stock outstanding as of February 16, 2024, as set forth in the Form 10-K.

⁽³⁾ The calculation assumes that there are a total of 223,374,396 shares of the Common Stock outstanding as of February 16, 2024, as set forth in the Form 10-K.

Item 1(a). Name of Issuer:

Frontier Group Holdings, Inc. (the “Issuer”).

4545 Airport Way, Denver, CO 80239

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly on behalf of Wildcat Capital Management, LLC (“Wildcat Capital”), Wildcat Partner Holdings, LP (“WPH”) and Leonard A. Potter (each, a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k)(1) under the Act. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a “group” within the meaning of Section 13(d)(3) of the Act exists.

The agreement required by Rule 13d-1(k)(1)(iii) is filed as Exhibit 1 hereto and is incorporated by reference herein.

The principal business address of each of Wildcat Capital and Leonard A. Potter is:

888 7th Avenue, 37th Floor
New York, New York 10106

The principal business address of WPH is:

301 Commerce Street, Suite 3150
Fort Worth, Texas 76102

See responses to Item 4 on each cover page.

Common Stock, $0.001 par value per share.

35909R108

Not applicable.

WPH holds 28,061,351 shares of the Common Stock (the “WPH Shares”). Wildcat Capital may be deemed to beneficially own the WPH Shares based on having voting power, which includes the power to vote or to direct the voting of such shares, and investment power, which includes the power to dispose, or direct the disposition of, such shares, pursuant to the terms of the WPH limited partnership agreement and an investment management agreement by and between Wildcat Capital and WPH. Mr. Potter is an officer and the sole member of Wildcat Capital. Because of the relationship of Mr. Potter to Wildcat Capital, Mr. Potter may be deemed to beneficially own the WPH Shares. Accordingly, each Reporting Person disclaims beneficial ownership of any Common Stock beneficially owned by the other Reporting Persons except to the extent of their pecuniary interest therein.

See responses to Item 11 of each cover page.

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

Not applicable.

Not applicable.

See response to Item 4(a) above.

Not applicable.

Not applicable.

By signing below each party certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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: April 8, 2024

Exhibit Index

Exhibit 1

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 5th day of April 2024, by and among Wildcat Capital Management, LLC, Wildcat Partner Holdings, LP and Leonard A. Potter.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G with respect to the Common Stock of Frontier Group Holdings, Inc., and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Dated:  April 5, 2024