4//SEC Filing
Branson Sir Richard 4
Accession 0001181431-09-053805
CIK 0001396546other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 8:39 PM ET
Size
30.0 KB
Accession
0001181431-09-053805
Insider Transaction Report
Form 4
Cortaire LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total - Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes)
Cougar Investments LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes) - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total
Plough Investments LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total - Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes)
Transactions
- Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes) - Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total
RBC TRUSTEES (C.I.) LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes) - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total
Corvina Holdings LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes) - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total - Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes)
Gamay Holdings LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes) - Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total
Branson Sir Richard
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total - Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes)
Virgin Group Holdings LTD
10% Owner
Transactions
- Other
Class A Common Stock
2009-11-24−69,336→ 0 total(indirect: See Footnotes) - Other
Class A Common Stock
2009-11-24+69,336→ 23,005,161 total - Other
Class A Common Stock
2009-11-24−23,005,161→ 0 total - Other
Class A Common Stock
2009-11-24−228→ 0 total(indirect: Owned by Cortaire Limited. See Footnotes)
Footnotes (6)
- [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 (the "2007 Grant") 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. (Continued to footnote 5).
- [F5]In connection with the vesting of the Restricted Stock Units received in the 2007 Grant and the 2008 Grant at the effective time of the merger discussed below, pursuant to arrangements between the Virgin Group and such directors, Corvina purchased from the directors the 69,336 shares of Class A Common Stock deliverable upon such vesting for an aggregate price of $355,367.50, or approximately $5.13 per share ("Merger Shares").
- [F6]Pursuant to the Merger Agreement dated July 27, 2009 among the Issuer, Sprint Nextel Corporation, and Sprint Mozart, Inc., each of these shares was cancelled at the effective time of the merger and converted into the right to receive 1.2724 shares (or 1.3668 shares, in the case of Merger Shares) of Sprint Nextel Corporation stock, having a market value of $3.75 per share on the effective date of the merger.
Issuer
Virgin Mobile USA, Inc.
CIK 0001396546
Entity typeother
Related Parties
1- filerCIK 0001368963
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 8:39 PM ET
- Size
- 30.0 KB