Filing Details
- Accession Number:
- 0001193125-21-330183
- Form Type:
- 13D Filing
- Publication Date:
- 2021-11-14 19:00:00
- Filed By:
- Virgin Investments Ltd
- Company:
- Virgin Galactic Holdings Inc (NYSE:SPCE)
- Filing Date:
- 2021-11-15
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Virgin Investments Limited | 0 | 30,745,494 | 0 | 30,745,494 | 30,745,494 | 11.9% |
| Virgin Group Investments | 0 | 30,745,494 | 0 | 30,745,494 | 30,745,494 | 11.9% |
| Corvina Holdings Limited | 0 | 30,745,494 | 0 | 30,745,494 | 30,745,494 | 11.9% |
| Virgin Group Holdings Limited | 0 | 30,745,494 | 0 | 30,745,494 | 30,745,494 | 11.9% |
| Sir Richard Branson | 0 | 30,745,494 | 0 | 30,745,494 | 30,745,494 | 11.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Virgin Galactic Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92766K106
(CUSIP Number)
James Cahillane
Virgin Management USA, Inc.
65 Bleecker Street, 6th Floor,
New York, NY 10012
(212) 497-9050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 10, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92766K106 | Schedule 13D | Page 1 of 8 |
| 1 | Names of Reporting Persons
Virgin Investments Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
30,745,494 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
30,745,494 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,745,494 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 92766K106 | Schedule 13D | Page 2 of 8 |
| 1 | Names of Reporting Persons
Virgin Group Investments LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
30,745,494 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
30,745,494 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,745,494 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
| 14 | Type of Reporting Person
OO (Limited liability company) | |||||
| CUSIP No. 92766K106 | Schedule 13D | Page 3 of 8 |
| 1 | Names of Reporting Persons
Corvina Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
30,745,494 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
30,745,494 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,745,494 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 92766K106 | Schedule 13D | Page 4 of 8 |
| 1 | Names of Reporting Persons
Virgin Group Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
30,745,494 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
30,745,494 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,745,494 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 92766K106 | Schedule 13D | Page 5 of 8 |
| 1 | Names of Reporting Persons
Sir Richard Branson | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
30,745,494 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
30,745,494 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,745,494 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
| 14 | Type of Reporting Person
IN | |||||
| CUSIP No. 92766K106 | Schedule 13D | Page 6 of 8 |
Explanatory Note
This Amendment No. 8 to Schedule 13D (Amendment No. 8) amends and supplements the Schedule 13D filed with United States Securities and Exchange Commission on November 4, 2019 (as amended to date, the Schedule 13D) relating to the common stock, par value $0.0001 per share (the Common Stock), of Virgin Galactic Holdings, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) - (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:
The following sets forth, as of November 10, 2021, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 258,011,211 shares of Common Stock outstanding as of November 1, 2021:
| Reporting Person(1) | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Virgin Investments Limited | 30,745,494 | 11.9 | % | 0 | 30,745,494 | 0 | 30,745,494 | |||||||||||||||||
| Virgin Group Investments, LLC | 30,745,494 | 11.9 | % | 0 | 30,745,494 | 0 | 30,745,494 | |||||||||||||||||
| Corvina Holdings Limited | 30,745,494 | 11.9 | % | 0 | 30,745,494 | 0 | 30,745,494 | |||||||||||||||||
| Virgin Group Holdings Limited | 30,745,494 | 11.9 | % | 0 | 30,745,494 | 0 | 30,745,494 | |||||||||||||||||
| Sir Richard Branson | 30,745,494 | 11.9 | % | 0 | 30,745,494 | 0 | 30,745,494 | |||||||||||||||||
| (1) | Does not include shares held by SCH Sponsor Corp. (the Sponsor), Chamath Palihapitiya and Aabar. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock held by the Sponsor, Mr. Palihapitiya and Aabar. |
VIL is the record holder of the securities reported herein. VGIL is the sole shareholder of VIL. VGILs sole managing member is Corvina, whose sole shareholder is VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by VIL.
Sir Richard Branson owns and has the ability to appoint and remove the management of VGHL and, as such, may indirectly control the decisions of VGHL regarding the voting and disposition of securities owned by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the securities owned by VGHL.
| CUSIP No. 92766K106 | Schedule 13D | Page 7 of 8 |
(c) On November 10, 2021, VIL sold 15,600,000 shares of Common Stock in a negotiated block trade transaction at a price per share of $19.25, Except for the foregoing, none of the Reporting Persons has effected any transactions in the Common Stock in the past 60 days.
(d) None.
(e) Not applicable.
| CUSIP No. 92766K106 | Schedule 13D | Page 8 of 8 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 15, 2021
| VIRGIN INVESTMENTS LIMITED | ||
| By: | /s/ James Cahillane | |
| Name: James Cahillane | ||
| Title: Attorney-in-fact | ||
| VIRGIN GROUP INVESTMENTS LLC | ||
| By: | /s/ James Cahillane | |
| Name: James Cahillane | ||
| Title: Attorney-in-fact | ||
| 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 | ||
| SIR RICHARD BRANSON | ||
| By: | /s/ James Cahillane | |
| Name: James Cahillane | ||
| Title: Attorney-in-fact | ||