4//SEC Filing
Lockhart James B. III 4
Accession 0000950103-20-024097
CIK 0001804591other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 8:34 PM ET
Size
12.7 KB
Accession
0000950103-20-024097
Insider Transaction Report
Form 4
VG Acquisition Corp.VGAC.U
Lockhart James B. III
Director
Transactions
- Purchase
Class B Shares in VG Acquisition Holdings LLC
2020-09-24$10.00/sh+50,000$500,000→ 50,000 totalExercise: $0.00→ Class B Ordinary Shares (351,702 underlying) - Other
Class B Shares in VG Acquisition Holdings LLC
2020-12-08+0→ 50,000 totalExercise: $0.00→ Class B Ordinary Shares (1,707 underlying) - Award
Class B Ordinary Shares
2020-09-30$0.00/sh+30,000$60→ 30,000 totalExercise: $0.00→ Class A Ordinary Shares (30,000 underlying)
Footnotes (5)
- [F1]These Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the initial business combination by the Issuer, on a one-for-one basis, subject to the adjustments described in the Issuer's prospectus on Form S-1 filed on September 16, 2020 (the "Prospectus"). The Class B ordinary shares have no expiration date.
- [F2]Represents Class B Shares in VG Acquisition Holdings LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in VG Acquisition Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"). These Class B shares in Holdings represent an indirect economic entitlement to the proceeds attributable to holdings of the Sponsor, including a number of the Class B ordinary shares of the Issuer. The Class B shares in Holdings have no expiration date.
- [F3]Excluded from this figure are 149 additional Class B ordinary shares erroneously reported as underlying these Class B ordinary shares in Holdings in the Reporting Person's Form 3 report.
- [F4]Represents a discretionary adjustment made by the manager of Holdings to the number of Class B Ordinary Shares associated with the reporting person's Class B Shares in Holdings in response to a discretionary adjustment made by the manager of the Sponsor to the number of Class B Ordinary Shares associated with Holding's interests in the Class B ordinary shares held by the Sponsor. These adjustments were made to reflect both a 6-for-5 share split of the Class B ordinary shares effected by the Issuer in connection an upsizing of the Issuer's initial public offering, and a forfeiture of Class B ordinary shares held by the Sponsor in connection with the expiration of the overallotment option granted to the underwriters to the Issuer's initial public offering. No separate consideration was paid by Holdings or the reporting person for either of these adjustments.
- [F5]This discretionary adjustment did not change the number of Class B Shares in Holdings held by the reporting person, but did increase the number of Class B ordinary shares underlying those shares. The figure provided in Column 7 represents an increase in the number of Class B ordinary shares underlying the 50,000 Class B Shares in Holdings held by the reporting person as a result of the December 8, 2020 adjustment reported here. After this adjustment there are 353,409 Class B ordinary shares underlying these 50,000 Class B Shares in Holdings.
Documents
Issuer
VG Acquisition Corp.
CIK 0001804591
Entity typeother
Related Parties
1- filerCIK 0001512121
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 8:34 PM ET
- Size
- 12.7 KB