SEC Form 5 · accession 0000950142-16-003128
Virgin America Inc. · VA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Sir Richard Branson
Director · 10% Owner · Other
Virgin Group Holdings LTD
Director · 10% Owner · Other
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001614436
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 18, 2015 | M | 3,974 | — | A | 13,747,470 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | May 18, 2015 | M | 3,974 | D | — | — | Common Stock | 3,974 | 0 | I |
| Restricted Stock UnitsF2 | — | holding | — | — | — | — | — | Common Stock | 3,974 | 3,974 | I |
Explanation of responses
- F1The shares of common stock (the "Shares") of Virgin America Inc. (the "Issuer") reported in this Form 5 are Shares held directly by Virgin Group Holdings Limited ("VG Holdings").This Form 5 is being filed by: (i) VG Holdings for Shares held directly by VG Holdings that may be deemed beneficially owned by the Reporting Persons (as herein defined); and (ii) Sir Richard Branson (along with VG Holdings, the "Reporting Persons") as sole shareholder of VG Holdings. Sir Richard Branson does not directly own any securities of the Issuer and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. The filing of this Form 5 shall not be construed as an admission that Sir Richard Branson is the beneficial owner of any securities covered by this Form 5.
- F2On May 18, 2014, the Issuer granted 3,974 restricted stock units to VX Holdings, L.P. ("VX Holdings"), in consideration of the service of Mr. Evan M. Lovell (an employee of a subsidiary of VG Holdings) on the Issuer's board of directors. Each restricted stock unit represented a contingent right to receive one Share upon vesting (which occurred on May 18, 2015). At the time of the grant: (i) Corvina Holdings Limited ("Corvina") was the general partner of VX Holdings; (ii) VG Holdings was the sole shareholder of Corvina; and (iii) Corvina and VG Holdings were the only limited partners of VX Holdings.
- F3On July 10, 2015, RBC Trustees (C.I.) Limited and Deutsche Bank Trustee Services (Guernsey) Limited, in their capacities as trustees for trusts holding shares of VG Holdings, distributed all shares of VG Holdings held by the trusts to Sir Richard Branson, making him the sole shareholder of VG Holdings. On July 14, 2015, Corvina assigned all of its interests in VX Holdings to VG Holdings. As a result: (i) VG Holdings became the sole partner of VX Holdings; (ii) VX Holdings was dissolved; and (iii) all Shares held by VX Holdings were distributed to VG Holdings.
Remarks
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer.