Filing Details

CUSIP No. 92766K106

Schedule 13D

Page 5 of 9

 

CUSIP No. 92766K106

Schedule 13D

Page 6 of 9

 

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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 2 of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Virgin Investments Limited (“VIL”);

Corvina Holdings Limited (“Corvina”);

Virgin Group Holdings Limited (“VGHL”);

BFT (PTC) Limited (“PTC”);

BFT CLG (PTC) Limited (“CLG”); and

Sir Richard Branson.

VIL is a British Virgin Islands exempted company whose principal business is investing in securities, including the securities of the Issuer. Corvina is a British Virgin Islands exempted company whose principal business is investing in securities. VGHL is a British Virgin Islands exempted company whose principal business is to serve as a holding company. PTC is a British Virgin Islands private trust company whose principal business is to serve as trustee of trusts described in Item 5 of this Amendment No. 9. CLG is a British Virgin Islands private trust company whose principal business is to hold and exercise rights with respect to the administration of PTC and the trusts of which PTC is trustee. Sir Richard Branson is a dual citizen of the United Kingdom and the British Virgin Islands whose principal business is entrepreneurship. The address of Sir Richard Branson is Branson Villa, Necker Beach Estate, Necker Island, VG 1150, British Virgin Islands. The business address of each of the other Reporting Persons is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands.

Information with respect to the directors and officers of VIL, Corvina, VGHL, PTC and CLG (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

In connection with an internal restructuring, Virgin Group Investments LLC (“VGIL”) was removed from the corporate group structure. Corvina became the sole shareholder of VIL, and accordingly, VGIL ceased to be a Reporting Person, and the Schedule 13D is hereby amended to delete all references to VGIL.

The Reporting Persons, SCH Sponsor Corp. (“Sponsor”) and Chamath Palihapitiya may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by Sponsor and Mr. Palihapitiya are not the subject of this Schedule 13D and accordingly, neither Sponsor nor Mr. Palihapitiya is included as a Reporting Person. For a description of the relationship between the Reporting Persons, Sponsor and Mr. Palihapitiya, see Item 4 in the Schedule 13D.

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

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 1, 2023, 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 367,136,598 shares of Common Stock outstanding as of July 25, 2023:

CUSIP No. 92766K106

Schedule 13D

Page 8 of 9

VIL is the record holder of the securities reported herein. Corvina is the sole shareholder of VIL, and VGHL is the sole shareholder of Corvina. PTC, in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson’s family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, CLG has certain consent rights with respect to the exercise by PTC of its control over 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 indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to 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 VIL.

(c)     On November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of VGHL to PTC, in its capacity as trustee of trusts for the benefit of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by VIL is unchanged as a result of this transaction. Except for the foregoing, none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock in the past 60 days.

(d)     None.

(e)     Not applicable.

Item 7.

Materials to be Filed as Exhibits.

Exhibit Number	Description
1	Joint Filing Agreement.
2	Powers of Attorney.

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 3, 2023

 

SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Virgin Investments Limited, Corvina Holdings Limited, Virgin Group Holdings Limited, BFT (PTC) Limited and BFT CLG (PTC) Limited are set forth below.