Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  OCM Spirit Holdings III-A, LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2011		 3. Issuer Name and Ticker or Trading Symbol
Spirit Airlines, Inc. [SAVE]
(Last)
(First)
(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVE., 28TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of 10% Owner Group.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90071		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value of $0.0001 per share 17,156,116
I (1)
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OCM Spirit Holdings III-A, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071		       Member of 10% Owner Group.

Signatures

See signatures included on Ex.99.1 01/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 29, 2011, pursuant to a Transfer of Limited Liability Company Interest Agreement, OCM Principal Opportunities Fund II, L.P. ("POF II") and OCM Principal Opportunities Fund III, L.P. ("POF III") transferred their interests in OCM Spirit Holdings II, LLC to OCM Spirit Holdings III-A, LLC ("Holdings III-A", an entity wholly owned by POF II and POF III) and POF III transferred its interest in OCM Spirit Holdings III, LLC to Holdings III-A, constituting a change in beneficial ownership.

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