person · Reporting owner
Cyrus Aviation Holdings, LLC
Disclosed activity across 1 company
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Disclosed balances
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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
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Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Virgin America Inc.
Report date December 14, 2016 · Filed December 16, 2016
Jointly reported with FREIDHEIM STEPHEN C, CYRUS CAPITAL PARTNERS GP, LLC, CYRUS CAPITAL PARTNERS, L.P.
Section 16 reporting ended · disclosed 2016-12-16. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 0 |
Reported balance
After 2016-12-14 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2016-12-14 · Disposition to issuer · Disposed 10,522,484 · Balance 0 F1: On December 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2016, by and among Virgin America Inc. (the "Issuer"), Alaska Air Group, Inc. ("Alaska"), and Alpine Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a direct wholly-owned subsidiary of Alaska (the "Merger"). Pursuant to the Merger, the Issuer's stockholders received the right to receive $57.00 in cash (the "Merger Consideration") for each share of the Issuer's stock that they own. F2: (Continued from footnote 1) Pursuant to the Merger, the Reporting Persons disposed of all shares of Issuer common stock beneficially owned by them, including the 10,509,208 shares held directly by Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), the 7,948 shares that were issued to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners") as director fees for Stephen C. Freidheim's and John Rapaport's service on the Issuer's Board of Directors in 2014 that were not previously reported on Form 3, and the 5,328 shares that were issued to Mr. Freidheim and Mr. Rapaport as director fees in 2015 that were held for the benefit of Cyrus Holdings, and received the Merger Consideration for each share of the Issuer's common stock. F3: Mr. Freidheim may have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Holdings because Mr. Freidheim may have been deemed to have had 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. Mr. Freidheim may also have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Capital Partners because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of 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. F4: (Continued from footnote 3) Mr. Freidheim has a right to a performance-based allocation and therefore had a pecuniary interest in a portion of the Issuer's securities held by Cyrus Holdings. Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings each disclaimed 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 or Cyrus Holdings was the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Filing footnotes · ownership attribution and instrument terms
F1: On December 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2016, by and among Virgin America Inc. (the "Issuer"), Alaska Air Group, Inc. ("Alaska"), and Alpine Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a direct wholly-owned subsidiary of Alaska (the "Merger"). Pursuant to the Merger, the Issuer's stockholders received the right to receive $57.00 in cash (the "Merger Consideration") for each share of the Issuer's stock that they own.
F2: (Continued from footnote 1) Pursuant to the Merger, the Reporting Persons disposed of all shares of Issuer common stock beneficially owned by them, including the 10,509,208 shares held directly by Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), the 7,948 shares that were issued to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners") as director fees for Stephen C. Freidheim's and John Rapaport's service on the Issuer's Board of Directors in 2014 that were not previously reported on Form 3, and the 5,328 shares that were issued to Mr. Freidheim and Mr. Rapaport as director fees in 2015 that were held for the benefit of Cyrus Holdings, and received the Merger Consideration for each share of the Issuer's common stock.
F3: Mr. Freidheim may have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Holdings because Mr. Freidheim may have been deemed to have had 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. Mr. Freidheim may also have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Capital Partners because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of 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.
F4: (Continued from footnote 3) Mr. Freidheim has a right to a performance-based allocation and therefore had a pecuniary interest in a portion of the Issuer's securities held by Cyrus Holdings. Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings each disclaimed 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 or Cyrus Holdings was the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| December 14, 2016 Filed Dec 16, 2016 18:21 UTC | Virgin America Inc. VA · Entity 180352 | Disposition to issuerCommon Stock | 10,522,484 | $57.00 | $599,781,588.00 |
DisclosureSEC source: 0000899243-16-035723 · doc4.xml · nonDerivative · entry 1 FREIDHEIM STEPHEN C · CIK 0001251783 · Director · 10% owner CYRUS CAPITAL PARTNERS GP, LLC · CIK 0001166774 · Director · 10% owner CYRUS CAPITAL PARTNERS, L.P. · CIK 0001166564 · Director · 10% owner Cyrus Aviation Holdings, LLC · CIK 0001621468 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 F1 · kind: On December 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2016, by and among Virgin America Inc. (the "Issuer"), Alaska Air Group, Inc. ("Alaska"), and Alpine Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a direct wholly-owned subsidiary of Alaska (the "Merger"). Pursuant to the Merger, the Issuer's stockholders received the right to receive $57.00 in cash (the "Merger Consideration") for each share of the Issuer's stock that they own. F2 · kind: (Continued from footnote 1) Pursuant to the Merger, the Reporting Persons disposed of all shares of Issuer common stock beneficially owned by them, including the 10,509,208 shares held directly by Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), the 7,948 shares that were issued to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners") as director fees for Stephen C. Freidheim's and John Rapaport's service on the Issuer's Board of Directors in 2014 that were not previously reported on Form 3, and the 5,328 shares that were issued to Mr. Freidheim and Mr. Rapaport as director fees in 2015 that were held for the benefit of Cyrus Holdings, and received the Merger Consideration for each share of the Issuer's common stock. F3 · ownership.nature: Mr. Freidheim may have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Holdings because Mr. Freidheim may have been deemed to have had 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. Mr. Freidheim may also have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Capital Partners because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of 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. F4 · ownership.nature: (Continued from footnote 3) Mr. Freidheim has a right to a performance-based allocation and therefore had a pecuniary interest in a portion of the Issuer's securities held by Cyrus Holdings. Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings each disclaimed 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 or Cyrus Holdings was the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.