4//SEC Filing
Virgin America Inc. 4
Accession 0000950142-14-002315
CIK 0001614436operating
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 5:28 PM ET
Size
62.1 KB
Accession
0000950142-14-002315
Insider Transaction Report
Form 4
Corvina Holdings LTD
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2014-11-19+1,132,246→ 15,876,061 total(indirect: See Footnotes) - Exercise/Conversion
Stock Appreciation Right
2014-11-19−1→ 0 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Sale
Common Stock
2014-11-19$21.56/sh−1,000,319$21,569,378→ 13,743,496 total(indirect: See Footnotes) - Sale
Common Stock
2014-11-19$22.08/sh−1,132,246$24,999,992→ 14,743,815 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2014-11-19−1,132,246→ 14,743,815 total(indirect: See Footnotes) - Award
Stock Appreciation Right
2014-11-19+1→ 1 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock
Branson Sir Richard
Director10% Owner
Transactions
- Sale
Common Stock
2014-11-19$22.08/sh−1,132,246$24,999,992→ 14,743,815 total(indirect: See Footnotes) - Award
Stock Appreciation Right
2014-11-19+1→ 1 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Disposition to Issuer
Common Stock
2014-11-19−1,132,246→ 14,743,815 total(indirect: See Footnotes) - Exercise/Conversion
Stock Appreciation Right
2014-11-19−1→ 0 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Exercise/Conversion
Common Stock
2014-11-19+1,132,246→ 15,876,061 total(indirect: See Footnotes) - Sale
Common Stock
2014-11-19$21.56/sh−1,000,319$21,569,378→ 13,743,496 total(indirect: See Footnotes)
VX Holdings, L.P.
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2014-11-19+1,132,246→ 15,876,061 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2014-11-19−1,132,246→ 14,743,815 total(indirect: See Footnotes) - Sale
Common Stock
2014-11-19$21.56/sh−1,000,319$21,569,378→ 13,743,496 total(indirect: See Footnotes) - Award
Stock Appreciation Right
2014-11-19+1→ 1 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Exercise/Conversion
Stock Appreciation Right
2014-11-19−1→ 0 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Sale
Common Stock
2014-11-19$22.08/sh−1,132,246$24,999,992→ 14,743,815 total(indirect: See Footnotes)
Virgin Group Holdings LTD
Director10% Owner
Transactions
- Award
Stock Appreciation Right
2014-11-19+1→ 1 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Sale
Common Stock
2014-11-19$22.08/sh−1,132,246$24,999,992→ 14,743,815 total(indirect: See Footnotes) - Exercise/Conversion
Common Stock
2014-11-19+1,132,246→ 15,876,061 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2014-11-19−1,132,246→ 14,743,815 total(indirect: See Footnotes) - Sale
Common Stock
2014-11-19$21.56/sh−1,000,319$21,569,378→ 13,743,496 total(indirect: See Footnotes) - Exercise/Conversion
Stock Appreciation Right
2014-11-19−1→ 0 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock
RBC TRUSTEES (C.I.) LTD
Director10% Owner
Transactions
- Sale
Common Stock
2014-11-19$22.08/sh−1,132,246$24,999,992→ 14,743,815 total(indirect: See Footnotes) - Exercise/Conversion
Common Stock
2014-11-19+1,132,246→ 15,876,061 total(indirect: See Footnotes) - Award
Stock Appreciation Right
2014-11-19+1→ 1 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Disposition to Issuer
Common Stock
2014-11-19−1,132,246→ 14,743,815 total(indirect: See Footnotes) - Sale
Common Stock
2014-11-19$21.56/sh−1,000,319$21,569,378→ 13,743,496 total(indirect: See Footnotes) - Exercise/Conversion
Stock Appreciation Right
2014-11-19−1→ 0 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock
Deutsche Bank Trustee Services (Guernsey) LTD
Director10% Owner
Transactions
- Sale
Common Stock
2014-11-19$22.08/sh−1,132,246$24,999,992→ 14,743,815 total(indirect: See Footnotes) - Exercise/Conversion
Common Stock
2014-11-19+1,132,246→ 15,876,061 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2014-11-19−1,132,246→ 14,743,815 total(indirect: See Footnotes) - Sale
Common Stock
2014-11-19$21.56/sh−1,000,319$21,569,378→ 13,743,496 total(indirect: See Footnotes) - Award
Stock Appreciation Right
2014-11-19+1→ 1 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock - Exercise/Conversion
Stock Appreciation Right
2014-11-19−1→ 0 total(indirect: See Footnotes)From: 2014-11-19Exp: 2014-11-19→ Common Stock
Footnotes (7)
- [F1]Pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), dated November 2, 2014, by and among PAR Investment Partners, L.P. ("PAR"), the Issuer, Cyrus Aviation Holdings, LLC and VX Holdings, L.P., ("VX Holdings"), VX Holdings sold 1,132,246 shares of Common Stock to PAR in a private placement transaction (the "PAR Private Placement") for a price of $22.08 per share, which represented 96% of the price per share of Common Stock paid by the public in the Issuer's initial public offering.
- [F2]This Form 4 is being filed by VX Holdings for the Common Stock directly held by VX Holdings that may be deemed to be beneficially owned by the Reporting Persons (as defined below).
- [F3]This Form 4 is also being filed by each of (i) Corvina Holdings Limited ("Corvina") as the sole general partner of VX Holdings; (ii) Virgin Group Holdings Limited ("Virgin Group Holdings") as the sole stockholder of Corvina; (iii) Sir Richard Branson, as a stockholder of Virgin Group Holdings; (iv) RBC Trustee (C.I.) Limited ("RBC Trustee"), as a stockholder of Virgin Group Holdings, solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust and The Pisces Trust; and (v) Deutsche Bank Trustee Services (Guernsey) Limited ("DB Trustee" and, together with VX Holdings, Corvina, Virgin Group Holdings, Sir Richard Branson and RBC Trustee, the "Reporting Persons") as a stockholder of Virgin Group Holdings, solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Leo Trust and The Gemini Trust.
- [F4]None of Corvina, Virgin Group Holdings, Sir Richard Branson, RBC Trustee and DB Trustee directly owns any Common Stock and each disclaims beneficial ownership of the Common Stock reported herein except to the extent of their respective pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that any of Corvina, Virgin Group Holdings, Sir Richard Branson, RBC Trustee or DB Trustee is the beneficial owner of any Common Stock covered by this Form 4.
- [F5]Pursuant to the Purchase Agreement and upon consummation of the PAR Private Placement, the Issuer paid VX Holdings the aggregate discount to the initial public offering price of the Common Stock purchased by PAR from VX Holdings in the PAR Private Placement. The Issuer's Board of Directors approved the acquisition by VX Holdings of the right to be paid the aggregate discount to the initial public offering price of the shares of the Common Stock purchased by PAR from VX Holdings in the PAR Private Placement in advance of VX Holdings' acquisition of such right.
- [F6]In connection with the consummation of the Issuer's initial public offering, on November 19, 2014, the underwriter of the initial public offering exercised in full the overallotment option granted by VX Holdings and purchased 1,000,319 shares of Common Stock from VX Holdings.
- [F7]In the aggregate, 19% shares of the Common Stock of the Issuer beneficially owned by VX Holdings and its affiliates after the completion of the transactions that were consummated on November 19, 2014 are shares of voting common stock.
Issuer
Virgin America Inc.
CIK 0001614436
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001614436
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 5:28 PM ET
- Size
- 62.1 KB