Home/Filings/3/0001209191-14-068634

3//SEC Filing

VAI Management, LLC 3

Accession 0001209191-14-068634

CIK 0001614436other

View on SEC.gov Company Profile

Filed

Nov 12, 7:00 PM ET

Accepted

Nov 13, 6:47 PM ET

Size

42.3 KB

Accession

0001209191-14-068634

Insider Transaction Report

Form 3

Period: 2014-11-13

Virgin America Inc.VA

Cyrus Aviation Partners II, L.P.

Director10% Owner

Holdings

Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Common Stock
(indirect: See Footnotes)
248,309
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class G Common Stock
(indirect: See Footnotes)
7,948
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)

CYRUS CAPITAL PARTNERS, LP

Director10% Owner

Holdings

Common Stock
(indirect: See Footnotes)
248,309
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class G Common Stock
(indirect: See Footnotes)
7,948
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)

Cyrus Capital Advisors, L.L.C.

Director10% Owner

Holdings

Common Stock
(indirect: See Footnotes)
248,309
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class G Common Stock
(indirect: See Footnotes)
7,948
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)

FREIDHEIM STEPHEN C

Director10% Owner

Holdings

Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Common Stock
(indirect: See Footnotes)
248,309
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class G Common Stock
(indirect: See Footnotes)
7,948
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)

CYRUS CAPITAL PARTNERS GP, LLC

Director10% Owner

Holdings

Common Stock
(indirect: See Footnotes)
248,309
Class G Common Stock
(indirect: See Footnotes)
7,948
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)

CYR FUND LP

Director10% Owner

Holdings

Common Stock
(indirect: See Footnotes)
248,309
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class G Common Stock
(indirect: See Footnotes)
7,948
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)

CCP Investments I, L.P.

Director10% Owner

Holdings

Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Common Stock
(indirect: See Footnotes)
248,309
Class G Common Stock
(indirect: See Footnotes)
7,948
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)

VAI Management, LLC

Director10% Owner

Holdings

Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class G Common Stock
(indirect: See Footnotes)
7,948
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)
Common Stock
(indirect: See Footnotes)
248,309

VAI Partners, LLC

Director10% Owner

Holdings

Class G Common Stock
(indirect: See Footnotes)
7,948
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Common Stock
(indirect: See Footnotes)
248,309
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)

Cyrus Aviation Investor, LLC

Director10% Owner

Holdings

Common Stock
(indirect: See Footnotes)
248,309
Class C-9 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $150.98Exp: 2040-01-12→ Common Stock (3,974,070 underlying)
Class C-12C Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (501,233 underlying)
Class A-1 Common Stock
(indirect: See Footnotes)
29,143
Class G Common Stock
(indirect: See Footnotes)
7,948
Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (1,109,811 underlying)
Class A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $0.08From: 2013-01-12Exp: 2040-01-12→ Common Stock (66,532 underlying)
Class C-6 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $37.74Exp: 2040-01-12→ Common Stock (278,847 underlying)
Class C-7A Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $75.49Exp: 2040-01-12→ Common Stock (883,126 underlying)
Class C-8 Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $113.23Exp: 2040-01-12→ Common Stock (2,649,380 underlying)
Class C-15E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $18.87Exp: 2043-05-10→ Common Stock (233,523 underlying)
Class C-12E Warrants (right to buy)
(indirect: See Footnotes)
Exercise: $26.42Exp: 2041-12-09→ Common Stock (13,942 underlying)

Footnotes (11)

[F1]Securities of Virgin America Inc. (the "Issuer") held directly by VAI Partners LLC ("VAI Partners"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities directly held by VAI Partners because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the general partner of Cyrus Aviation Partners II, L.P. ("Cyrus Aviation II") and Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Aviation II. Cyrus Aviation II is the sole member of Cyrus Aviation Investor, LLC ("Cyrus Aviation"). Cyrus Aviation is the managing member of VAI Management, LLC ("VAI Management"), and as a member of VAI Partners, Cyrus Aviation may be deemed to have a pecuniary interest in a portion of the securities held by VAI Partners.
[F10]Securities of the Issuer held directly by CCP Investments I, L.P. ("CCP"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by CCP because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP. Cyrus Capital GP is the general partner of CCP. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by CCP.
[F11]Each of Stephen C. Freidheim, Cyrus Capital GP, Cyrus Aviation II, Cyrus Capital Partners, Cyrus Aviation, Cyrus Capital Advisors, CYR, CCP, VAI Management and VAI Partners disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP, Cyrus Aviation II, Cyrus Capital Partners, Cyrus Aviation, Cyrus Capital Advisors, CYR, CCP, VAI Management or VAI Partners is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
[F2](Continued from footnote 1) VAI Management is the managing member of VAI Partners. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by VAI Partners.
[F3]Securities of the Issuer held directly by Cyrus Capital Partners. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Capital Partners because Mr. Freidheim may be deemed to have voting and investment power over such securities as the Chief Investment Officer of Cyrus Capital Partners and as the sole member of Cyrus Capital GP, the general partner of Cyrus Capital Partners. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Capital Partners.
[F4]The shares of Convertible Preferred Stock of the Issuer are immediately convertible into shares of the Issuer's common stock on a one-for-one basis and do not expire.
[F5]Securities of the Issuer held directly by VAI Management. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by VAI Management because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Aviation II and Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Aviation II. Cyrus Aviation II is the sole member of Cyrus Aviation. Cyrus Aviation is the managing member of VAI Management, and as a member of VAI Management, Cyrus Aviation may be deemed to have a pecuniary interest in a portion of the securities held by VAI Management. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by VAI Management.
[F6]The Class C-6 Warrants are immediately exercisable.
[F7]Securities of the Issuer held directly by Cyrus Aviation. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Aviation II and Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Aviation II. Cyrus Aviation II is the sole member of Cyrus Aviation. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation.
[F8]The Warrants are exercisable subject to limitations set forth in the respective warrant agreements.
[F9]Securities of the Issuer held directly by CYR Fund, L.P. ("CYR"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by CYR because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP. Cyrus Capital GP is the managing member of Cyrus Capital Advisors, L.L.C. ("Cyrus Capital Advisors"), which is the general partner of CYR. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by CYR.

Documents

2 files

Issuer

Virgin America Inc.

CIK 0001614436

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001621462

Filing Metadata

Form type: 3
Filed: Nov 12, 7:00 PM ET
Accepted: Nov 13, 6:47 PM ET
Size: 42.3 KB

View on SEC.gov