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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Virgin Orbit Holdings, Inc. [ VORB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/13/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/29/2021 | C(1) | 8,799,864 | A | (1) | 8,799,864 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Ordinary Shares | (2) | 04/13/2021 | D(2) | 497,636 | (2) | (2) | Common Stock | 497,636 | (2) | 9,564,864 | D | ||||
Class B Ordinary Shares | (3) | 12/29/2021 | D(3) | 765,000 | (3) | (3) | Common Stock | 765,000 | (3) | 8,799,864 | D | ||||
Class B Ordinary Shares | (1) | 12/29/2021 | C(1) | 8,799,864 | (1) | (1) | Common Stock | 8,799,864 | (1) | 0 | D | ||||
Private Placement Warrants | $11.5 | 12/29/2021 | A(4) | 6,767,927 | (4) | 12/29/2026 | Common Stock | 6,767,927 | $2.5 | 6,767,927 | D |
Explanation of Responses: |
1. On December 29, 2021, NextGen Acquisition Corp. II (the former name of the Issuer) ("NGCA") consummated an initial business combination (the "Business Combination") with Virgin Orbit Holdings, Inc. (formerly known as Virgin Orbit). Pursuant to the Business Combination, NGCA domesticated as a Delaware corporation and changed its name to "Virgin Orbit Holdings, Inc.", and each NGCA Class B ordinary share that was issued and outstanding as of immediately prior to the domestication was automatically converted into one share of the Issuer's common stock upon the domestication. |
2. On April 13, 2021, the reporting person surrendered 497,636 NGCA Class B ordinary shares for no consideration upon the partial exercise of the over-allotment by Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC (the "Underwriters") in connection with NGCA's initial public offering. |
3. Pursuant to the terms of a Letter Agreement, dated as of December 28, 2021, by and among NGCA and the reporting person, the reporting person surrendered 765,000 NGCA Class B ordinary shares as of immediately prior to the Domestication for no consideration. |
4. Reflects Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of the Issuer's common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on March 25, 2022 and expire on December 29, 2026 or earlier upon redemption or liquidation. |
Remarks: |
Title: Former 10% Owner and Former Director |
NextGen Sponsor II LLC, By /s/ Patrick T. Ford as attorney-in-fact | 12/29/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |