Branson Sir Richard 4
4 · Virgin Mobile USA, Inc. · Filed Dec 23, 2008
Insider Transaction Report
Form 4
Corvina Holdings LTD
10% Owner
Transactions
- Award
Class A Common Stock
2008-12-23+96,000→ 104,000 total(indirect: See Footnotes) - Purchase
Class A Common Stock
2008-12-22$8.50/sh+105,857$899,785→ 22,901,161 total
Holdings
- 228(indirect: Owned by Cortaire Limited. See Footnotes)
Class A Common Stock
Footnotes (8)
- [F1]This Statement on Form 4 is filed jointly by (i) Corvina Holdings Limited ("Corvina"), (ii) Cortaire Limited ("Cortaire"), (iii) Gamay Holdings Limited ("Gamay"), (iv) Virgin Group Holdings Limited ("VGHL"), (v) Sir Richard Branson, (vi) Cougar Investments Limited ("Cougar"), (vii) Plough Investments Limited ("Plough"), (viii) Deutsche Bank Trustee Services (Guernsey) Limited ("DBTSGL"), solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Jupiter Trust, The Mars Trust, The Venus Trust, The Leo Trust and The Gemini Trust (such trusts collectively referred to as the "DB Trusts"), and (ix) RBC Trustees (C.I.) Limited ("RBC Trustees"), solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust, The Pisces Trust and The Saturn Trust (such trusts collectively referred to as the "RBC Trusts") (Continued to footnote 2).
- [F2]Cortaire is a wholly-owned subsidiary of Corvina. Corvina is held as to approximately 87% by VGHL. The remaining 13% of Corvina is owned jointly by Gamay and certain senior executives of the Virgin Group. Gamay is a wholly owned subsidiary of VGHL. VGHL is jointly owned by Sir Richard Branson, Cougar, Plough, the DB Trusts and the RBC Trusts. The principal beneficiaries of the DB Trusts and the RBC Trusts are Sir Richard Branson and certain members of his family. (Continued to footnote 3).
- [F3]Each reporting person other than Corvina disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
- [F4]On October 16, 2007 an aggregate of 15,999 Restricted Stock Units was granted to directors of Virgin Mobile USA, Inc. who are employed by the Virgin Group in connection with Virgin Mobile USA, Inc.'s regular director compensation arrangements. The reporting persons other than Cortaire previously reported that they may have a beneficial ownership interest in such Restricted Stock Units pursuant to arrangements between the Virgin Group and such directors. Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of such securities for purposes of Section 16 or any other purpose. The Restricted Stock Units vest 25% on October 10, 2008, 25% on October 10, 2009, 25% on October 10, 2010 and 25% on October 10, 2011. (Continued to footnote 5).
- [F5]In connection with the vesting of 25% of the Restricted Stock Units on October 10, 2008, pursuant to arrangements between the Virgin Group and such directors, and as previously reported, Corvina purchased from the directors the 3,999 shares of Class A Common Stock deliverable upon such vesting. (Continued to footnote 6).
- [F6]On December 23, 2008 an aggregate of 96,000 Restricted Stock Units was granted to directors of Virgin Mobile USA, Inc. who are employed by the Virgin Group in connection with Virgin Mobile USA, Inc.'s regular director compensation arrangements. Again the reporting persons other than Cortaire may have a beneficial ownership interest in such Restricted Stock Units pursuant to arrangements between the Virgin Group and such directors. Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of such securities for purposes of Section 16 or any other purpose. These Restricted Stock Units vest 33-1/3% on November 1, 2009, 33-1/3% on November 1, 2010 and 33-1/3% on November 1, 2011. (Continued to footnote 7).
- [F7]The aggregate number of Restricted Stock Units reported as beneficially owned following the foregoing grants reflects the forfeiture of 4,000 remaining unvested Restricted Stock Units granted on October 16, 2007 upon the resignation on December 12, 2008 of one of the directors of Virgin Mobile USA, Inc. who was employed by the Virgin Group.
- [F8]The number of shares of Class A Common Stock reported as directly owned by Corvina has been corrected to exclude the 228 shares that have been reported, both previously and in this Form 4, as indirectly owned through Cortaire.