SEC Form 4/A · accession 0001209191-15-048654
Virgin America Inc. · VA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
CYRUS CAPITAL PARTNERS, L.P.
Director · 10% Owner
CYRUS CAPITAL PARTNERS GP, LLC
Director · 10% Owner
Stephen C Freidheim
Director · 10% Owner
Cyrus Aviation Holdings, LLC
Director · 10% Owner
Period of report
May 14, 2015
Accepted (ET)
Jun 2, 2015 · 10:34 am EDT
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 StockF3,F4 | May 14, 2015 | A | 5,328 | $0.00 | A | 10,514,536 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 14, 2015, the Board of Directors (the "Board") of Virgin America Inc. (the "Issuer") granted restricted stock units of the Issuer as director fees in respect of Stephen C. Freidheim's and John Rapaport's service on the Board. The previously filed Form 4 incorrectly stated that the restricted stock units were granted to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"), the managing member of Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), for the benefit of Cyrus Holdings. Instead of granting the restricted stock units to Cyrus Capital Partners, the Issuer issued 2,664 restricted stock units to each of Mr. Freidheim and Mr. Rapaport, who hold the restricted stock units for the benefit of Cyrus Holdings. Because Mr. Freidheim and Mr. Rapaport serve on the Board as representatives of Cyrus Holdings and its affiliates, each of Mr. Freidheim and Mr. Rapaport do not have a right to any economic interest in securities of the Issuer issued to them as director fees.
- F2(Continued from Footnote 1) Cyrus Holdings is entitled to receive all of the economic interest in director fees payable by the Issuer in respect of Mr. Freidheim's and Mr. Rapaport's Board positions. Mr. Freidheim and Mr. Rapaport each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Freidheim or Mr. Rapaport had any pecuniary interest in such securities except such indirect pecuniary interest through Cyrus Holdings and its affiliates.
- F3Mr. Freidheim may be deemed to indirectly beneficially own a portion of the securities of the Issuer directly held by Cyrus Holdings 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. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the managing member of Cyrus Holdings. 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 Holdings.
- F4(Continued from Footnote 3) Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings 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 Capital Partners or Cyrus Holdings is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks
Stephen C. Freidheim and another representative of the reporting persons serve on the Board of Directors of Virgin America Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Freidheim are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.