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Filing Details

Accession Number:: 0000950142-14-002315
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-21 17:28:55
Reporting Period:: 2014-11-19

Filing Date:: 2014-11-21
Accepted Time:: 2014-11-21 17:28:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1614436	Virgin America Inc.	VA	Air Transportation, Scheduled (4512)	201585173

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1368871	Ltd (C.i.) Trustees Rbc	La Motte Chambers St Helier X0 JE1 1BJ	Yes	No	Yes	No
1368872	Ltd Holdings Corvina	La Motte Chambers St Helier X0 JE1 1BJ	Yes	No	Yes	No
1368877	Ltd (Guernsey) Services Trustee Bank Deutsche	Lefebvre Court Lefebvre Street St Peter Port, Guernsey X0 GY16EJ	Yes	No	Yes	No
1368963	Richard Sir Branson	Richard'S House, The Valley Virgin Gorda Necker Island D8 POBOX 1091	Yes	No	Yes	No
1402303	Ltd Holdings Group Virgin	La Motte Chambers St Helier, Jersey X0 JE1 1BJ	Yes	No	Yes	No
1625026	Vx Holdings, L.p.	65 Bleecker Street, 6Th Floor New York NY 10012	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2014-11-19	1,132,246	$22.08	14,743,815	No	4	S	Indirect	See Footnotes
Common Stock	Acquisiton	2014-11-19	1,132,246	$0.00	15,876,061	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2014-11-19	1,132,246	$0.00	14,743,815	No	4	D	Indirect	See Footnotes
Common Stock	Disposition	2014-11-19	1,000,319	$21.56	13,743,496	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Appreciation Right	Acquisiton	2014-11-19	1	$0.00	0	$0.00
Common Stock	Stock Appreciation Right	Disposition	2014-11-19	1	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1	2014-11-19	2014-11-19	No	4	A	Indirect
0	2014-11-19	2014-11-19	No	4	M	Indirect

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.