Branson Sir Richard 4
4 · Virgin Mobile USA, Inc. · Filed Nov 4, 2009
Insider Transaction Report
Form 4
Corvina Holdings LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-02−31,998→ 69,336 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-02+31,998→ 22,935,825 total
Holdings
- 228(indirect: Owned by Cortaire Limited. See Footnotes)
Class A Common Stock
Footnotes (5)
- [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 each of October 16, 2007 and December 23, 2008 (the "2008 Grant") Restricted Stock Units were granted to directors of Virgin Mobile USA, Inc. who were 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 received in the 2008 Grant 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 5).
- [F5]In connection with the vesting of 33-1/3% of the Restricted Stock Units received in the 2008 Grant on November 1, 2009, pursuant to arrangements between the Virgin Group and such directors, Corvina purchased from the directors the 31,998 shares of Class A Common Stock deliverable upon such vesting for $4.00 per share.