Form 4 Allegiant Travel CO For: Aug 13 Filed by: Levy Andrew C (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Levy Andrew C

(Last)

(First)

(Middle)

8360 S. DURANGO DRIVE

(Street)

LAS VEGAS

89113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allegiant Travel CO [ALGT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2012		M⁽¹⁾		4,595	A	$ 42.22	76,355	D
Common Stock	08/13/2012		D⁽¹⁾		4,595	D	$ 67.9	71,760	D
Common Stock	08/13/2012		M⁽²⁾		25,000	A	$ 38.65	96,760	D
Common Stock	08/13/2012		D⁽²⁾		14,231	D	$ 67.9	82,529	D
Common Stock	08/13/2012		F		3,925 ⁽³⁾	D	$ 67.9 ⁽⁴⁾	78,604	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 42.22

08/13/2012

M⁽¹⁾

4,595

03/25/2012

03/25/2016

Common Stock

4,595

$ 67.9

22,975

Stock Appreciation Right

$ 38.65

08/13/2012

M⁽²⁾

25,000

10/16/2010

10/16/2014

Common Stock

25,000

$ 67.9

50,000

Explanation of Responses:

1. Exercise of cash-settled Stock Appreciation Rights. In accordance with the rules for filing Form 4, the exercise of cash-settled SARs is treated as the simultaneous purchase and sale of the number of shares for which SARs are exercised.

2. Exercise of stock-settled Stock Appreciation Rights. In accordance with the rules for filing Form 4, the exercise of stock-settled SARs is treated as the simultaneous: (i) purchase of the number of shares for which SARs are exercised and (ii) sale of the number of shares necessary to pay the exercise price for the number of SARs exercised.

3. Upon exercise of Stock Appreciation Rights for stock, beneficial owner returned to Company a portion of the shares received for tax withholding purposes.

4. Shares of stock effectively repurchased by Company at $67.90 per share to fund the beneficial owner's required tax withholding.

	Robert B. Goldberg, under power of attorney	08/15/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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