SEC Form 4 · accession 0001614436-16-000141

Virgin America Inc. · VA

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

Reporting owner

Officer — Senior VP, General Counsel

Period of report

Dec 14, 2016

Accepted (ET)

Dec 14, 2016 · 9:22 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 Stock^F1,F2	Dec 14, 2016	D	30,726	$57.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$12.9842	Dec 14, 2016	D	10,597	D	—	Jul 5, 2020	Common Stock	10,597	D
Stock Option (right to buy)^F3	$12.9842	Dec 14, 2016	D	26,493	D	—	Jul 5, 2020	Common Stock	26,493	D
Stock Option (right to buy)^F3	$12.9842	Dec 14, 2016	D	43,052	D	—	May 12, 2023	Common Stock	43,052	D

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.