4//SEC Filing
Virgin America Inc. 4
Accession 0000899243-16-035723
CIK 0001614436operating
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 1:21 PM ET
Size
15.0 KB
Accession
0000899243-16-035723
Insider Transaction Report
Form 4
CYRUS CAPITAL PARTNERS GP, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2016-12-14$57.00/sh−10,522,484$599,781,588→ 0 total(indirect: See Footnotes)
Cyrus Aviation Holdings, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2016-12-14$57.00/sh−10,522,484$599,781,588→ 0 total(indirect: See Footnotes)
CYRUS CAPITAL PARTNERS, LP
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2016-12-14$57.00/sh−10,522,484$599,781,588→ 0 total(indirect: See Footnotes)
FREIDHEIM STEPHEN C
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2016-12-14$57.00/sh−10,522,484$599,781,588→ 0 total(indirect: See Footnotes)
Footnotes (4)
- [F1]On December 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2016, by and among Virgin America Inc. (the "Issuer"), Alaska Air Group, Inc. ("Alaska"), and Alpine Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a direct wholly-owned subsidiary of Alaska (the "Merger"). Pursuant to the Merger, the Issuer's stockholders received the right to receive $57.00 in cash (the "Merger Consideration") for each share of the Issuer's stock that they own.
- [F2](Continued from footnote 1) Pursuant to the Merger, the Reporting Persons disposed of all shares of Issuer common stock beneficially owned by them, including the 10,509,208 shares held directly by Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), the 7,948 shares that were issued to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners") as director fees for Stephen C. Freidheim's and John Rapaport's service on the Issuer's Board of Directors in 2014 that were not previously reported on Form 3, and the 5,328 shares that were issued to Mr. Freidheim and Mr. Rapaport as director fees in 2015 that were held for the benefit of Cyrus Holdings, and received the Merger Consideration for each share of the Issuer's common stock.
- [F3]Mr. Freidheim may have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Holdings because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners. Mr. Freidheim may also have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Capital Partners because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the managing member of Cyrus Holdings.
- [F4](Continued from footnote 3) Mr. Freidheim has a right to a performance-based allocation and therefore had a pecuniary interest in a portion of the Issuer's securities held by Cyrus Holdings. Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings each disclaimed beneficial ownership of the securities of the Issuer reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners or Cyrus Holdings was the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Issuer
Virgin America Inc.
CIK 0001614436
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001614436
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 1:21 PM ET
- Size
- 15.0 KB