0000950142-14-002315.txt : 20141121 0000950142-14-002315.hdr.sgml : 20141121 20141121172855 ACCESSION NUMBER: 0000950142-14-002315 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141119 FILED AS OF DATE: 20141121 DATE AS OF CHANGE: 20141121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virgin America Inc. CENTRAL INDEX KEY: 0001614436 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 201585173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 AIRPORT BLVD. CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: (650) 762-7000 MAIL ADDRESS: STREET 1: 555 AIRPORT BLVD. CITY: BURLINGAME STATE: CA ZIP: 94010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Branson Sir Richard CENTRAL INDEX KEY: 0001368963 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 141243933 MAIL ADDRESS: STREET 1: RICHARD'S HOUSE, THE VALLEY STREET 2: VIRGIN GORDA CITY: NECKER ISLAND STATE: D8 ZIP: POBOX 1091 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corvina Holdings LTD CENTRAL INDEX KEY: 0001368872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 141243934 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: 441534602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBC TRUSTEES (C.I.) LTD CENTRAL INDEX KEY: 0001368871 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 141243936 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: 441534602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ FORMER NAME: FORMER CONFORMED NAME: RBC TRUSTEE (C.I.) LTD DATE OF NAME CHANGE: 20071011 FORMER NAME: FORMER CONFORMED NAME: Abacus (C.I) LTD DATE OF NAME CHANGE: 20060713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Virgin Group Holdings LTD CENTRAL INDEX KEY: 0001402303 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 141243937 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: #44 1534 602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 1BJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VX Holdings, L.P. CENTRAL INDEX KEY: 0001625026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 141243938 BUSINESS ADDRESS: STREET 1: 65 BLEECKER STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-497-9050 MAIL ADDRESS: STREET 1: 65 BLEECKER STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deutsche Bank Trustee Services (Guernsey) LTD CENTRAL INDEX KEY: 0001368877 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 141243935 BUSINESS ADDRESS: STREET 1: LEFEBVRE COURT STREET 2: LEFEBVRE STREET CITY: ST PETER PORT, GUERNSEY STATE: X0 ZIP: GY16EJ BUSINESS PHONE: 441481702231 MAIL ADDRESS: STREET 1: LEFEBVRE COURT STREET 2: LEFEBVRE STREET CITY: ST PETER PORT, GUERNSEY STATE: X0 ZIP: GY16EJ 4 1 es1401282_4-vxhldgslp.xml OWNERSHIP DOCUMENT X0306 4 2014-11-19 0 0001614436 Virgin America Inc. VA 0001625026 VX Holdings, L.P. 65 BLEECKER STREET, 6TH FLOOR NEW YORK NY 10012 1 0 1 0 0001402303 Virgin Group Holdings LTD LA MOTTE CHAMBERS ST HELIER, JERSEY X0 JE1 1BJ UNITED KINGDOM 1 0 1 0 0001368871 RBC TRUSTEES (C.I.) LTD LA MOTTE CHAMBERS ST HELIER X0 JE1 1BJ UNITED KINGDOM 1 0 1 0 0001368877 Deutsche Bank Trustee Services (Guernsey) LTD LEFEBVRE COURT LEFEBVRE STREET ST PETER PORT, GUERNSEY X0 GY16EJ UNITED KINGDOM 1 0 1 0 0001368872 Corvina Holdings LTD LA MOTTE CHAMBERS ST HELIER X0 JE1 1BJ UNITED KINGDOM 1 0 1 0 0001368963 Branson Sir Richard RICHARD'S HOUSE, THE VALLEY VIRGIN GORDA NECKER ISLAND D8 POBOX 1091 VIRGIN ISLANDS, BRITISH 1 0 1 0 Common Stock 2014-11-19 4 S 0 1132246 22.08 D 14743815 I See Footnotes Common Stock 2014-11-19 4 M 0 1132246 A 15876061 I See Footnotes Common Stock 2014-11-19 4 D 0 1132246 D 14743815 I See Footnotes Common Stock 2014-11-19 4 S 0 1000319 21.5625 D 13743496 I See Footnotes Stock Appreciation Right 2014-11-19 4 A 0 1 A 2014-11-19 2014-11-19 Common Stock 1 I See Footnotes Stock Appreciation Right 2014-11-19 4 M 0 1 D 2014-11-19 2014-11-19 Common Stock 0 I See Footnotes Pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), dated November 2, 2014, by and among PAR Investment Partners, L.P. ("PAR"), the Issuer, Cyrus Aviation Holdings, LLC and VX Holdings, L.P., ("VX Holdings"), VX Holdings sold 1,132,246 shares of Common Stock to PAR in a private placement transaction (the "PAR Private Placement") for a price of $22.08 per share, which represented 96% of the price per share of Common Stock paid by the public in the Issuer's initial public offering. This Form 4 is being filed by VX Holdings for the Common Stock directly held by VX Holdings that may be deemed to be beneficially owned by the Reporting Persons (as defined below). This Form 4 is also being filed by each of (i) Corvina Holdings Limited ("Corvina") as the sole general partner of VX Holdings; (ii) Virgin Group Holdings Limited ("Virgin Group Holdings") as the sole stockholder of Corvina; (iii) Sir Richard Branson, as a stockholder of Virgin Group Holdings; (iv) RBC Trustee (C.I.) Limited ("RBC Trustee"), as a stockholder of Virgin Group Holdings, solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust and The Pisces Trust; and (v) Deutsche Bank Trustee Services (Guernsey) Limited ("DB Trustee" and, together with VX Holdings, Corvina, Virgin Group Holdings, Sir Richard Branson and RBC Trustee, the "Reporting Persons") as a stockholder of Virgin Group Holdings, solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Leo Trust and The Gemini Trust. None of Corvina, Virgin Group Holdings, Sir Richard Branson, RBC Trustee and DB Trustee directly owns any Common Stock and each disclaims beneficial ownership of the Common Stock reported herein except to the extent of their respective pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that any of Corvina, Virgin Group Holdings, Sir Richard Branson, RBC Trustee or DB Trustee is the beneficial owner of any Common Stock covered by this Form 4. Pursuant to the Purchase Agreement and upon consummation of the PAR Private Placement, the Issuer paid VX Holdings the aggregate discount to the initial public offering price of the Common Stock purchased by PAR from VX Holdings in the PAR Private Placement. The Issuer's Board of Directors approved the acquisition by VX Holdings of the right to be paid the aggregate discount to the initial public offering price of the shares of the Common Stock purchased by PAR from VX Holdings in the PAR Private Placement in advance of VX Holdings' acquisition of such right. In connection with the consummation of the Issuer's initial public offering, on November 19, 2014, the underwriter of the initial public offering exercised in full the overallotment option granted by VX Holdings and purchased 1,000,319 shares of Common Stock from VX Holdings. In the aggregate, 19% shares of the Common Stock of the Issuer beneficially owned by VX Holdings and its affiliates after the completion of the transactions that were consummated on November 19, 2014 are shares of voting common stock. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons (as defined below) are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. See Signatures Included as Exhibit 99.1 2014-11-21 See Signatures Included as Exhibit 99.1 2014-11-21 See Signatures Included as Exhibit 99.1 2014-11-21 See Signatures Included as Exhibit 99.1 2014-11-21 See Signatures Included as Exhibit 99.1 2014-11-21 See Signatures Included as Exhibit 99.1 2014-11-21 EX-99.1 2 es1401282_ex9901.htm THIS STATEMENT ON FORM 4 IS FILED JOINTLY BY EACH OF THE UNDERSIGNED. Unassociated Document
EXHIBIT 99.1
 
This statement on Form 4 is filed jointly by each of the undersigned.
 
The address of VX Holdings L.P. is 65 Bleecker Street, 6th Floor, New York, New York 10012. The address for Deutsche Bank Trustee Services (Guernsey) Limited c/o Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey GY1 3WT Channel Islands. The address for each of Corvina Holdings Limited, Virgin Group Holdings Limited and RBC Trustees (C.I.) Limited is c/o La Motte Chambers, La Motte Street, St. Helier, Jersey, JE1 1BJ Channel Islands.  The address of Sir Richard Branson is Richard’s House, PO Box 1091, The Valley, Virgin Gorda, Necker Island, British Virgin Islands.
 
 
Name of Designated Filer: VX Holdings, L.P.
 
Date of Event Requiring Statement: November 19, 2014
 
Issuer Name: Virgin America, Inc.  [VA]
 
  VX HOLDINGS, L.P.   
     
       
 
By:
/s/ James Cahillane  
  Name:  James Cahillane   
  Title:  Vice President  
       
 
 
CORVINA HOLDINGS LIMITED
  
     
       
 
By:
/s/ James Cahillane  
  Name:  James Cahillane   
  Title:  Attorney-in-Fact   
       
 
 
VIRGIN GROUP HOLDINGS LIMITED
  
     
       
 
By:
/s/ James Cahillane  
  Name:  James Cahillane   
  Title:  Attorney-in-Fact   
       
 
 
DEUTSCHE BANK TRUSTEE SERVICES (GUERNSEY) LIMITED
  
     
       
 
By:
/s/ James Cahillane  
  Name:  James Cahillane   
  Title:  Attorney-in-Fact   
       
 
 
RBC TRUSTEES (C.I.) LIMITED
  
     
       
 
By:
/s/ James Cahillane  
  Name:  James Cahillane   
  Title:  Attorney-in-Fact   
       
 
 
SIR RICHARD BRANSON
  
     
       
 
By:
/s/ James Cahillane  
  Name:  James Cahillane   
  Title:  Attorney-in-Fact