FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
FRANKE WILLIAM A
  2. Issuer Name and Ticker or Trading Symbol
Frontier Group Holdings, Inc. [ULCC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chair of the Board
(Last)
(First)
(Middle)
C/O FRONTIER GROUP HOLDINGS, INC., 4545 AIRPORT WAY		 3. Date of Earliest Transaction (Month/Day/Year)
04/05/2024
(Street)

DENVER, CO 80239		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 04/05/2024   J(1)   178,834,034 D $ 0 0 I By Indigo Frontier Holdings Company, LLC (2)
Common Stock               67,285,621 (3) D  
Common Stock               31,975,180 (3) I By Indigo Denver Management Company, LLC (4)
Common Stock               82,449 (3) I By Spouse
Common Stock               116,827 (3) I By Indigo Partners LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRANKE WILLIAM A
C/O FRONTIER GROUP HOLDINGS, INC.
4545 AIRPORT WAY
DENVER, CO 80239		   X   X   Chair of the Board
Indigo Denver Management Company, LLC
C/O INDIGO PARTNERS
2525 EAST CAMELBACK ROAD, SUITE 900
PHOENIX, AZ 85016		     X    

Signatures

 /s/ William A. Franke   04/09/2024
**Signature of Reporting Person Date

 INDIGO DENVER MANAGEMENT COMPANY, LLC, by: /s/ William A. Franke, managing member   04/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a pro-rata distribution in-kind by Indigo Frontier Holdings Company, LLC to its members for no consideration (the "Distribution").
(2) These shares are held directly by Indigo Frontier Holdings Company, LLC. William A. Franke is the sole member of Indigo Denver Management Company, LLC, which is the managing member of Indigo Frontier Holdings Company, LLC, and as such, Mr. Franke may be deemed to have voting and dispositive power over these shares. Mr. Franke disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3) Includes shares received in the Distribution.
(4) These shares are held directly by Indigo Denver Management Company, LLC. William A. Franke is the sole member of Indigo Denver Management Company, LLC, and as such, may be deemed to have voting and dispositive power over these shares. Mr. Franke disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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