SC 13G: Frontier Group Holdings, Inc.

AI Summary

SC 13G filing by Frontier Group Holdings, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o

Filing Documents

• s13g_040524-frontiergrp.htm (SC 13G) — 79KB
• 0000904454-24-000244.txt ( ) — 81KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Frontier Group Holdings, Inc. (the “Issuer”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 4545 Airport Way, Denver, CO 80239

(a). Name of Person Filing

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.

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence: 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

(c). Citizenship

Item 2(c). Citizenship: See responses to Item 4 on each cover page.

(d). Title of Classes of Securities

Item 2(d). Title of Classes of Securities: Common Stock, $0.001 par value per share.

(e). CUSIP Number

Item 2(e). CUSIP Number: 35909R108 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): Not applicable. CUSIP No. 35909R108 Schedule 13G Page 6 of 10

Ownership

Item 4. Ownership (a) Amount Beneficially Owned: 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. (b) Percent of Class: See responses to Item 11 of each cover page. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. Not applicable.

Ownership of More Than Five Percent on Behalf of Another Person

Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. CUSIP No. 35909R108 Schedule 13G Page 7 of 10 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. See response to Item 4(a) above.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification 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. CUSIP No. 35909R108 Schedule 13G Page 8 of 10 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 Wildcat Capital Management, LLC By: /s/ Leonard A. Potter Name: Leonard A. Potter Title: President Wildcat Partner Holdings, LP By: /s/ Sherri Conn Name: Sherri Conn Title: Vice President Leonard A. Potter By: /s/ Leonard A. Potter Name: Leonard A. Potter CUSIP No. 35909R108 Schedule 13G Page 9 of 10 Exhibit Index Exhibit 1 Agreement of Joint Filing by and among Wildcat Capital Management, LLC, Wildcat Partner Holdings, LP and Leonard A. Potter, dated as of April 5, 2024, as required by Rule 13d-1(k)(1) under the Act. CUSIP No. 35909R108 Schedule 13G Page 10 of 10 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”) requi

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