Allegiant Travel CO (Form: 8-A12B, Received: 11/22/2006 13:40:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

For Registration of Certain Classes of Securities

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

ALLEGIANT TRAVEL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Nevada		20-4745737
(State of Incorporation or Organization)		(IRS. Employer Identification No.)

3301 N. Buffalo, Suite B-9, Las Vegas, Nevada		89129
(Address of principal executive offices)		(ZIP Code)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x		If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.

Securities Act registration statement file number to which this form relates: 333-134145

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name Of Each Exchange On Which
To Be So Registered		Each Class Is To Be Registered
Common Stock, par value $0.001 per share		The NASDAQ Stock Market, LLC

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Information Required in Registration Statement

Item 1. Description of Registrant’s Securities to be Registered

A description of the common stock, par value $0.001 per share (the “Common Stock”) of Allegiant Travel Company (the “Registrant”) to be registered hereunder is contained under the caption “Description of Capital Stock” in the Prospectus which constitutes part of the Registrant’s Registration Statement on Form S-1 (File No. 333-134145) initially filed with the Securities and Exchange Commission on May 15, 2006, as amended from time to time, and is incorporated herein by reference.

Item 2. Exhibits

The following exhibits are filed as part of this registration statement (all of which are incorporated by reference to the corresponding exhibit as filed with the Registration Statement):

3.1 Articles of Incorporation of the Registrant. Incorporated by reference to the corresponding exhibit as filed with the Registration Statement.

3.2 Bylaws of the Registrant. Incorporated by reference to the corresponding exhibit as filed with the Registration Statement.

3.3 Specimen Common Stock certificate of the Registrant (filed herewith).

Signature

Pursuant to the requirements of Section 12 of the Securities Exchange act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: November 22, 2006		Allegiant Travel Company


	By:	/s/ Linda A. Marvin
		Linda A Marvin
		Chief Financial Officer

Exhibit 3.3

COMMON STOCK			COMMON STOCK



INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA	ALLEGIANT TRAVEL COMPANY		SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 01748X 10 2

THIS CERTIFIES THAT





is the record holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER SHARE, OF

ALLEGIANT TRAVEL COMPANY

CERTIFICATE OF STOCK

T ransferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:


MANAGING DIRECTOR AND SECRETARY		PRESIDENT AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

ALLEGIANT TRAVEL COMPANY

The Corporation will furnish without charge to each stockholder who so requests a statement of the designations, powers, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—as tenants in common
TEN ENT	—as tenants by the entireties	UNIF GIFT MIN ACT —				Custodian
JT TEN	—as joint tenants with right of		(Cust)					(Minor)
	survivorship and not as tenants in common		Under Uniform Gifts to Minors
			Act
				(State)
		UNIF TRF MIN ACT —			Custodian (until age				)
			(Minor)
			To Minors Act
							(State)

Additional abbreviations may also be used though not in the above list.

For Value received

hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE







Of the	Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint

		Attorney
To transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

		X
		X
	NOTICE:		THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:

By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.