SEC Form 4 · accession 0001614436-16-000127
Virgin America Inc. · VA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A. Nickell
Director
Period of report
Dec 14, 2016
Accepted (ET)
Dec 14, 2016 · 9:05 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 | May 25, 2016 | G | 2,050 | $0.00 | D | 217,435 | D | |
| Common StockF2,F3 | Dec 14, 2016 | D | 217,435 | $57.00 | D | 0 | D | |
| Common StockF4 | Dec 14, 2016 | D | 10,000 | $57.00 | D | 0 | I | See Footnote |
| Common StockF5 | Dec 14, 2016 | D | 500 | $57.00 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This denotes a charitable contribution.
- F2Includes 6,624 restricted stock units ("RSUs").
- F3Pursuant to the terms of the Agreement and Plan of Merger, dated April 1, 2016, by and among Virgin America Inc., Alaska Air Group, Inc. and Alpine Acquisition Corp. (the "Merger Agreement"), (i) each issued and outstanding RSU was automatically vested and converted in the right to receive $57.00 in cash, without interest and (ii) each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $57.00 in cash, without interest.
- F4Shares were held by Nickell Irrevocable 2009 Trust, of which Reporting Person is trustee. Such trust is for the sole benefit of Reporting Person's children. Pursuant to the Merger Agreement, each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $57.00 in cash, without interest.
- F5Shares were held by a trust, for which Reporting Person's minor child is the sole beneficiary. Pursuant to the Merger Agreement, each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $57.00 in cash, without interest.