SEC Form 4 · accession 0001614436-16-000135

Virgin America Inc. · VA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Includes (i) 110,830 restricted stock units ("RSUs"), (ii) 29,329 shares of service-based restricted stock and (iii) 41,836 shares of performance-based restricted stock, which resulted from an initial award of 20,918 shares of performance-based restricted stock.
• F2Pursuant to 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 into the right to receive $57.00 in cash, without interest, (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, (iii) each issued and outstanding share of service-based restricted stock was automatically vested and converted into the right to receive $57.00 in cash, without interest, and (iv) each issued and outstanding share of performance-based restricted stock was automatically vested (treating the performance-based condition to which such award was subject as having been attained at a level of 200%) and converted into the right to receive $57.00 in cash, without interest.
• F3Pursuant 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.
• F4The shares are held directly by the Cush Revocable Trust, of which Mr. Cush is the trustee.