SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VX Holdings, L.P.

(Last)

(First)

(Middle)

65 BLEECKER STREET, 6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Virgin America Inc. [ VA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2014		S⁽¹⁾		1,132,246⁽⁵⁾	D	$22.08	14,743,815⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/19/2014		M⁽⁵⁾		1,132,246⁽⁵⁾	A	⁽¹⁾⁽⁵⁾	15,876,061⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/19/2014		D⁽⁵⁾		1,132,246⁽⁵⁾	D	⁽¹⁾⁽⁵⁾	14,743,815⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/19/2014		S⁽⁶⁾		1,000,319	D	$21.5625	13,743,496⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	⁽⁵⁾	11/19/2014		A⁽⁵⁾		1		11/19/2014	11/19/2014	Common Stock	⁽⁵⁾	⁽⁵⁾	1	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Stock Appreciation Right	⁽⁵⁾	11/19/2014		M⁽⁵⁾			1	11/19/2014	11/19/2014	Common Stock	⁽⁵⁾	⁽⁵⁾	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

VX Holdings, L.P.

(Last)

(First)

(Middle)

65 BLEECKER STREET, 6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Virgin Group Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER, JERSEY

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBC TRUSTEES (C.I.) LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Deutsche Bank Trustee Services (Guernsey) LTD

(Last)

(First)

(Middle)

LEFEBVRE COURT

LEFEBVRE STREET

(Street)

ST PETER PORT, GUERNSEY

GY16EJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Corvina Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Branson Sir Richard

(Last)

(First)

(Middle)

RICHARD'S HOUSE, THE VALLEY

VIRGIN GORDA

(Street)

NECKER ISLAND

POBOX 1091

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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).

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

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	11/21/2014
	See Signatures Included as Exhibit 99.1	11/21/2014
	See Signatures Included as Exhibit 99.1	11/21/2014
	See Signatures Included as Exhibit 99.1	11/21/2014
	See Signatures Included as Exhibit 99.1	11/21/2014
	See Signatures Included as Exhibit 99.1	11/21/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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