SEC Form 4 · accession 0001614436-16-000137
Virgin America Inc. · VA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
E. Frances Fiorillo
Officer — Senior VP, People & In-flight
Period of report
Dec 14, 2016
Accepted (ET)
Dec 14, 2016 · 9:18 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 | Dec 14, 2016 | D | 52,658 | $57.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $12.9842 | Dec 14, 2016 | D | 34,013 | D | — | May 12, 2023 | Common Stock | 34,013 | 0 | D |
Explanation of responses
- F1Includes 4,857 restricted stock units ("RSUs"), 8,358 shares of service-based restricted stock and 11,922 shares of performance-based restricted stock, which resulted from an initial award of 5,961 shares.
- 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, this option, whether or not then vested, was cancelled in exchange for a cash payment for each share subject to the option equal to the excess of $57.00 over the per share exercise price of the option.