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

 

 

 

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) or (e), 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) or (e), check the following box.   ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-169474

Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable.

 

 

 

EXPLANATORY NOTE

Spirit Airlines, Inc. (“ Spirit ”) is filing this Form 8-A in connection with the transfer of the listing of its common stock, $0.0001 par value per share (“ Common Stock ”) from the NASDAQ Global Select Market of The NASDAQ Stock Market LLC (“NASDAQ”) to the New York Stock Exchange (“ NYSE ”).

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

The description of the Common Stock set forth under the caption “Description of Capital Stock” contained in the prospectus, dated February 24, 2015, filed together with and forming a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-202260), which became effective upon filing with the Securities and Exchange Commission on February 24, 2015, is incorporated herein by reference.

Item 2.    Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the NYSE, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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.