X0206 3 2014-11-13 0 0001614436 Virgin America Inc. VA 0001251783 FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166774 CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166564 CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001570401 Cyrus Capital Advisors, L.L.C. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001621920 Cyrus Aviation Partners IIIA, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001328640 Cyrus Opportunities Master Fund II, Ltd. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001569790 Cyrus Select Opportunities Master Fund, Ltd. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001436902 CRESCENT 1 LP C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001539732 Cyrus Aviation Partners III, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001621918 Cyrus Aviation Partners IV, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 Class C-11 Warrants (right to buy) 26.4213 2041-12-09 Common Stock 171271 I See Footnotes Class C-11 Warrants (right to buy) 26.4213 2041-12-09 Common Stock 32730 I See Footnotes Class C-12A Warrants (right to buy) 26.4213 2041-12-09 Common Stock 290274 I See Footnotes Class C-15A Warrants (right to buy) 18.8723 2043-05-10 Common Stock 627428 I See Footnotes Class C-12B Warrants (right to buy) 26.4213 2041-12-09 Common Stock 51224 I See Footnotes Class C-15D Warrants (right to buy) 18.8723 2043-05-10 Common Stock 111201 I See Footnotes Class C-12D Warrants (right to buy) 26.4213 2041-12-09 Common Stock 451661 I See Footnotes Class C-15F Warrants (right to buy) 18.8723 2043-05-10 Common Stock 266884 I See Footnotes Class C-12E Warrants (right to buy) 26.4213 2041-12-09 Common Stock 986688 I See Footnotes Class C-15B Warrants (right to buy) 18.8723 2043-05-10 Common Stock 314985 I See Footnotes The Warrants are exercisable subject to limitations set forth in the respective warrant agreements. Securities of Virgin America Inc. (the "Issuer") held directly by Cyrus Aviation Partners IIIA, L.P. ("Cyrus Aviation IIIA"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities directly held by Cyrus Aviation IIIA because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the managing member of Cyrus Capital Advisors, L.L.C. ("Cyrus Capital Advisors") and general partner of Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Cyrus Aviation IIIA and Cyrus Capital Partners is the investment manager of Cyrus Aviation IIIA. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation IIIA. Securities of the Issuer held directly by Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities Master II"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Opportunities Master II because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Opportunities Master II. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Opportunities Master II. Securities of the Issuer held directly by Cyrus Select Opportunities Master Fund, Ltd. ("Cyrus Select Master"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Select Master because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Select Master. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Select Master. Securities of the Issuer held directly by Crescent 1, L.P. ("Crescent 1"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Crescent 1 because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the managing member of Cyrus Capital Advisors and general partner of Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Crescent 1 and Cyrus Capital Partners is the investment manager of Crescent 1. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Crescent I. Securities of the Issuer held directly by Cyrus Aviation Partners III, L.P. ("Cyrus Aviation III"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation III because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the managing member of Cyrus Capital Advisors and general partner of Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Cyrus Aviation III and Cyrus Capital Partners is the investment manager of Cyrus Aviation III. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation III. Securities of the Issuer held directly by Cyrus Aviation Partners IV, L.P. ("Cyrus Aviation IV"). Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation IV because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the managing member of Cyrus Capital Advisors and general partner of Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Cyrus Aviation IV and Cyrus Capital Partners is the investment manager of Cyrus Aviation IV. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation IV. Each of Stephen C. Freidheim, Cyrus Capital GP, Cyrus Capital Partners, Cyrus Capital Advisors, Cyrus Aviation IIIA, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III and Cyrus Aviation IV disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Stephen C. Freidheim, Cyrus Capital GP, Cyrus Capital Partners, Cyrus Capital Advisors, Cyrus Aviation IIIA, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III or Cyrus Aviation IV is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Stephen C. Freidheim serves on the Board of Directors of Virgin America Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Freidheim are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. STEPHEN C. FREIDHEIM, Name: Stephen C. Freidheim, /s/ Stephen C. Freidheim 2014-11-13 CYRUS CAPITAL PARTNERS GP, L.L.C., Name: Stephen C. Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13 CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: Stephen C. Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13 CYRUS CAPITAL ADVISORS, L.L.C., By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13 CYRUS AVIATION PARTNERS IIIA, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13 CYRUS OPPORTUNITIES MASTER FUND II, LTD., Name: Thomas Stamatelos, Title: Authorized Signatory, /s/ Thomas Stamatelos 2014-11-13 CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., Name: Thomas Stamatelos, Title: Authorized Signatory, /s/ Thomas Stamatelos 2014-11-13 CRESCENT I, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13 CYRUS AVIATION PARTNERS III, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13 CYRUS AVIATION PARTNERS IV, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager, /s/ Stephen C. Freidheim 2014-11-13