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Filing Details

Accession Number:: 0001209191-14-070678
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-21 17:49:09
Reporting Period:: 2014-11-19

Filing Date:: 2014-11-21
Accepted Time:: 2014-11-21 17:49:09
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
1166564	Cyrus Capital Partners, L.p.	C/O Cyrus Capital Partners, L.p. 399 Park Avenue, 39Th Floor New York NY 10022	Yes	No	Yes	No
1166774	Cyrus Capital Partners Gp, Llc	C/O Cyrus Capital Partners, L.p. 399 Park Avenue, 39Th Floor New York NY 10022	Yes	No	Yes	No
1251783	C Stephen Freidheim	C/O Cyrus Capital Partners, L.p. 399 Park Avenue, 39Th Floor New York NY 10022	Yes	No	Yes	No
1621468	Cyrus Aviation Holdings, Llc	C/O Cyrus Capital Partners, L.p. 399 Park Avenue, 39Th Floor New York NY 10022	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
Class G Common Stock	Disposition	2014-11-19	7,948	$0.00	0	No	4	D	Indirect	See Footnotes
Common Stock	Acquisiton	2014-11-19	7,948	$0.00	12,588,356	No	4	A	Indirect	See Footnotes
Common Stock	Disposition	2014-11-19	1,132,246	$22.08	11,456,110	No	4	S	Indirect	See Footnotes
Common Stock	Acquisiton	2014-11-19	1,132,246	$0.00	12,588,356	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2014-11-19	1,132,246	$0.00	11,456,110	No	4	D	Indirect	See Footnotes
Common Stock	Disposition	2014-11-19	946,902	$21.56	10,509,208	No	4	S	Indirect	See Footnotes

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

On November 19, 2014, upon the closing of the initial public offering of Virgin America Inc. (the "Issuer"), the shares of Class G common stock of the Issuer held directly by Cyrus Aviation Holdings, LLC ("Cyrus Holdings") were automatically converted into shares of the Issuer's common stock. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities of the Issuer directly held by Cyrus Holdings 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 general partner of Cyrus Capital Partners and Cyrus Capital Partners is the managing member of Cyrus Holdings.
(Continued From Footnote 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 Cyrus Holdings. Pursuant to the Contribution and Exchange Agreement, dated November 13, 2014, by and among Cyrus Holdings, Cyrus Aviation Investor, LLC ("Cyrus Aviation"), Cyrus Capital Partners, CYR Fund, L.P. ("CYR"), CCP Investments I, L.P. ("CCP"), Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities Master II"), Cyrus Select Opportunities Master Fund, Ltd. ("Cyrus Select Master"), Crescent 1, L.P. ("Crescent 1"),
(Continued From Footnote 2) Cyrus Aviation Partners III, L.P. ("Cyrus Aviation III"), Cyrus Aviation Partners IIIA, L.P. ("Cyrus Aviation IIIA"), and Cyrus Aviation Partners IV, L.P. ("Cyrus Aviation IV", and together with Cyrus Aviation, Cyrus Capital, CYR, CCP, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III, and Cyrus Aviation IIIA, the "Contributing Parties"), the Contributing Parties on November 13, 2014, made in-kind contributions of or transferred all securities of the Issuer held by the Contributing Parties to Cyrus Holdings and received membership interests or warrants to purchase membership interests, as applicable, in Cyrus Holdings. The Contributing Parties have a proportionate pecuniary interest in the securities of the Issuer held directly by Cyrus Holdings by virtue of their ownership interests in Cyrus Holdings.
Pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), dated as of November 2, 2014, by and among PAR Investment Partners, L.P. ("PAR"), the Issuer, Cyrus Holdings, and VX Holdings, L.P., on November 19, 2014, Cyrus Holdings sold 1,132,246 shares of common stock of the Issuer 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 of the Issuer paid by the public in the Issuer's initial public offering.
Pursuant to the Purchase Agreement and upon the consummation of the PAR Private Placement, the Issuer paid Cyrus Holdings the aggregate discount to the initial public offering price of the shares of the Issuer's common stock purchased by PAR from Cyrus Holdings in the PAR Private Placement. The Issuer's Board of Directors approved the acquisition by Cyrus Holdings of the right to be paid the aggregate discount to the initial public offering price of the shares of the Issuer's common stock purchased by PAR from Cyrus Holdings in the PAR Private Placement in advance of Cyrus Holdings' acquisition of such right.
In connection with the consummation of the Issuer's initial public offering, on November 19, 2014, the underwriters of the initial public offering exercised in full the overallotment option granted by Cyrus Holdings and purchased 946,902 shares of the Issuer's common stock from Cyrus Holdings.
Each of Stephen C. Freidheim, Cyrus Capital GP, Cyrus Capital Partners, Cyrus Holdings, Cyrus Aviation, CYR, CCP, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III, Cyrus Aviation IIIA 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 Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners, Cyrus Holdings, Cyrus Aviation, CYR, CCP, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III, Cyrus Aviation IIIA or Cyrus Aviation IV is the beneficial owner of such securities for purposes of Section 16 or any other purpose.