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Virgin Group Holdings LTD

Disclosed activity across 4 companies

Tapewire entity
93178
SEC CIK
0001402303

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Chrome Holding Co.VGAC.U · Entity 7626810% ownerOctober 01, 2020October 01, 2020
Grove Collaborative Holdings, Inc.GROV · Entity 13510% ownerMarch 08, 2024March 13, 2024
Virgin Orbit Holdings, Inc.VORB · Entity 11456910% ownerMarch 30, 2023April 03, 2023

Disclosed balances

About these balances

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.

Chrome Holding Co.

Report date October 01, 2020 · Filed October 01, 2020

Jointly reported with VG Acquisition Sponsor LLC, Corvina Holdings LTD, Branson Sir Richard

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B ordinary sharesSEC Table II · derivative / convertible security · Conversion / exercise price $0.00DirectNot disclosed Reported balance Holding disclosure · report date 2020-10-01 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the initial business combination by the Issuer, on a one-for-one basis, subject to the adjustments described in the Issuer's prospectus on Form S-1 filed on September 16, 2020 (the "Prospectus"). The Class B ordinary shares have no expiration date.

F2: Up to 1,500,000 of these Class B ordinary shares will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus.

F3: VG Acquisition Sponsor LLC, a Cayman Islands limited liability company, is the record holder of these shares. Corvina Holdings Limited, a British Virgin Islands exempted company, is the sole managing member and manager of VG Acquisition Sponsor LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F4: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by VG Acquisition Sponsor LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the initial business combination by the Issuer, on a one-for-one basis, subject to the adjustments described in the Issuer's prospectus on Form S-1 filed on September 16, 2020 (the "Prospectus"). The Class B ordinary shares have no expiration date.

F2: Up to 1,500,000 of these Class B ordinary shares will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus.

F3: VG Acquisition Sponsor LLC, a Cayman Islands limited liability company, is the record holder of these shares. Corvina Holdings Limited, a British Virgin Islands exempted company, is the sole managing member and manager of VG Acquisition Sponsor LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F4: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by VG Acquisition Sponsor LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein.

Grove Collaborative Holdings, Inc.

Report date March 08, 2024 · Filed March 13, 2024

Jointly reported with Virgin Group Acquisition Sponsor II LLC, Corvina Holdings LTD, Branson Sir Richard

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes3,688,661 Reported balance After 2024-03-08 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-03-08 · Disposition to issuer · Disposed 845,180 · Balance 3,688,661

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F2: Reflects the distribution of Shares to members of Sponsor.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes3,925,187 Reported balance After 2024-03-08 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2024-03-08 · Grant · Acquired 236,526 · Balance 3,925,187

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F3: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F4: Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $57.50 · Expires 2027-06-16IndirectSee footnote0 Reported balance After 2024-03-08 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2024-03-08 · Disposition to issuer · Disposed 1,300,412 · Balance 0

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F7: Reflects the distribution of Warrants to members of Sponsor.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $57.50 · Expires 2027-06-16IndirectSee footnote1,077,195 Reported balance After 2024-03-08 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-03-08 · Grant · Acquired 1,077,195 · Balance 1,077,195

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F8: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F9: Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Filing footnotes · ownership attribution and instrument terms

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F2: Reflects the distribution of Shares to members of Sponsor.

F3: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F4: Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

F7: Reflects the distribution of Warrants to members of Sponsor.

F8: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F9: Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.

Virgin Orbit Holdings, Inc.

Report date March 30, 2023 · Filed April 03, 2023

Jointly reported with Virgin Investments Ltd, Corvina Holdings LTD, Branson Sir Richard

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
12.0% Senior Secured Convertible NoteSEC Table II · derivative / convertible security · Conversion / exercise price $2.89 · Expires 2024-11-04Direct3,766,413 Reported balance After 2023-03-30 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2023-03-30 · Purchase · Acquired Not disclosed · Balance 3,766,413

F2: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F7: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F8: Initially, a maximum of 3,766,413 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Common StockSEC Table I · non-derivativeIndirectSee Footnote252,126,308 Reported balance Holding disclosure · report date 2023-03-30 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 252,126,308

F1: Virgin Investments Limited ("VIL") is the record holder of the securities reported herein. VIL's sole shareholder is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by VIL.

Filing footnotes · ownership attribution and instrument terms

F1: Virgin Investments Limited ("VIL") is the record holder of the securities reported herein. VIL's sole shareholder is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by VIL.

F2: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F7: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F8: Initially, a maximum of 3,766,413 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Virgin Galactic Holdings, Inc

Report date November 01, 2023 · Filed November 03, 2023

Jointly reported with Virgin Investments Ltd, Virgin Group Investments LLC, Corvina Holdings LTD, Branson Sir Richard

Section 16 reporting ended · disclosed 2023-11-03. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnote30,745,494 Reported balance Holding disclosure · report date 2023-11-01 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 30,745,494

F1: On November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of Virgin Group Holdings Limited ("VGHL") to BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by Virgin Investments Limited ("VIL") is unchanged as a result of this transaction. This Form 4 is being filed to report that the Reporting Persons are no longer beneficial owners of 10% or more of the common stock of the Issuer.

F2: VIL is the record holder of the common stock reported herein, whose sole shareholder is Corvina Holdings Limited ("Corvina"), whose sole shareholder is VGHL. 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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. 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. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by VIL.

F3: 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 share beneficial ownership of the securities held by VIL.

Filing footnotes · ownership attribution and instrument terms

F1: On November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of Virgin Group Holdings Limited ("VGHL") to BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by Virgin Investments Limited ("VIL") is unchanged as a result of this transaction. This Form 4 is being filed to report that the Reporting Persons are no longer beneficial owners of 10% or more of the common stock of the Issuer.

F2: VIL is the record holder of the common stock reported herein, whose sole shareholder is Corvina Holdings Limited ("Corvina"), whose sole shareholder is VGHL. 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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. 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. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by VIL.

F3: 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 share beneficial ownership of the securities held by VIL.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 GrantWarrants · Derivative 1,077,195 Not disclosed Strike: $57.50 Not disclosed
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · derivative · entry 4

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 1,077,195

Underlying: Class A Common Stock · 1,077,195 shares

Expires 2027-06-16

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F1 · shares: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F8 · shares: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F1 · price: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F8 · price: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F9 · balance_after: Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 Disposition to issuerWarrants · Derivative 1,300,412 Not disclosed Strike: $57.50 Not disclosed
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · derivative · entry 3

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,300,412 shares

Expires 2027-06-16

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F1 · shares: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F7 · shares: Reflects the distribution of Warrants to members of Sponsor.

F1 · price: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F7 · price: Reflects the distribution of Warrants to members of Sponsor.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 GrantClass A Common Stock 236,526 $0.00 $0.00
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · nonDerivative · entry 2

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,925,187

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F3 · kind: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F1 · balance_after: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F3 · balance_after: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F4 · balance_after: Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 Disposition to issuerClass A Common Stock 845,180 $0.00 $0.00
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,688,661

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F2 · kind: Reflects the distribution of Shares to members of Sponsor.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("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, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. 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 held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 30, 2023 Filed Apr 3, 2023 19:57 UTC Virgin Orbit Holdings, Inc. VORB · Entity 114569 Purchase12.0% Senior Secured Convertible Note · Derivative Not disclosed $10,900,000.00 Strike: $2.89 $10,900,000.00
Disclosure

SEC source: 0000950103-23-005295 · dp191777_4-viltd.xml · derivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,766,413

Underlying: Common Stock · 3,766,413 shares

Expires 2024-11-04

F2 · derivative.exercise_price: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_price: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5 · derivative.exercise_price: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6 · derivative.exercise_price: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · date: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · date: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5 · date: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6 · date: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · reported_value: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · reported_value: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · reported_value: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5 · reported_value: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6 · reported_value: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · price: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · price: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5 · price: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6 · price: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · derivative.exercise_date: On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_date: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").

F5 · derivative.exercise_date: In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F6 · derivative.exercise_date: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F7 · derivative.expiration_date: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F8 · derivative.underlying_shares: Initially, a maximum of 3,766,413 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

F8 · balance_after: Initially, a maximum of 3,766,413 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Read SEC document
February 28, 2023 Filed Mar 2, 2023 20:20 UTC Virgin Orbit Holdings, Inc. VORB · Entity 114569 Purchase12.0% Senior Secured Convertible Note · Derivative Not disclosed $5,000,000.00 Strike: $2.89 $5,000,000.00
Disclosure

SEC source: 0000950103-23-003623 · dp190093_4-viltd.xml · derivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,727,712

Underlying: Common Stock · 1,727,712 shares

Expires 2024-11-04

F2 · derivative.exercise_price: On February 28, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $5.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note),

F3 · derivative.exercise_price: Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities"). VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the

F4 · derivative.exercise_price: Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F5 · derivative.exercise_price: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · date: On February 28, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $5.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note),

F3 · date: Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities"). VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the

F4 · date: Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F5 · date: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · reported_value: On February 28, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $5.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note),

F3 · reported_value: Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities"). VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the

F4 · reported_value: Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F5 · reported_value: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · price: On February 28, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $5.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note),

F3 · price: Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities"). VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the

F4 · price: Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F5 · price: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · derivative.exercise_date: On February 28, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $5.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note),

F3 · derivative.exercise_date: Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities"). VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the

F4 · derivative.exercise_date: Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.

F5 · derivative.exercise_date: VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · derivative.expiration_date: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F7 · derivative.underlying_shares: Initially, a maximum of 1,727,712 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

F7 · balance_after: Initially, a maximum of 1,727,712 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Read SEC document
January 30, 2023 Filed Feb 1, 2023 16:23 UTC Virgin Orbit Holdings, Inc. VORB · Entity 114569 Purchase12.0% Senior Secured Convertible Note · Derivative Not disclosed $10,000,000.00 Strike: $2.89 $10,000,000.00
Disclosure

SEC source: 0000950103-23-001639 · dp188079_4-viltd.xml · derivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,455,425

Underlying: Common Stock · 3,455,425 shares

Expires 2024-11-04

F2 · derivative.exercise_price: On January 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_price: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · derivative.exercise_price: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · date: On January 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · date: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · date: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · reported_value: On January 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · reported_value: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · reported_value: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · reported_value: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · price: On January 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · price: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · price: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · derivative.exercise_date: On January 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_date: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · derivative.exercise_date: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · derivative.expiration_date: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F7 · derivative.underlying_shares: Initially, a maximum of 3,455,425 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

F7 · balance_after: Initially, a maximum of 3,455,425 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Read SEC document
December 19, 2022 Filed Dec 20, 2022 16:43 UTC Virgin Orbit Holdings, Inc. VORB · Entity 114569 Purchase6.0% Senior Secured Convertible Note · Derivative Not disclosed $20,000,000.00 Strike: $2.89 $20,000,000.00
Disclosure

SEC source: 0000950103-22-021227 · dp185832_4-virgin.xml · derivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,910,850

Underlying: Common Stock · 6,910,850 shares

Expires 2024-11-04

F2 · derivative.exercise_price: On December 19, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $20.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_price: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · derivative.exercise_price: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · date: On December 19, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $20.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · date: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · date: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · reported_value: On December 19, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $20.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · reported_value: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · reported_value: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · reported_value: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · price: On December 19, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $20.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · price: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · price: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F2 · derivative.exercise_date: On December 19, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $20.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_date: Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · derivative.exercise_date: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · derivative.expiration_date: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F7 · derivative.underlying_shares: Initially, a maximum of 6,910,850 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

F7 · balance_after: Initially, a maximum of 6,910,850 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Read SEC document
November 04, 2022 Filed Nov 8, 2022 19:03 UTC Virgin Orbit Holdings, Inc. VORB · Entity 114569 Purchase6.0% Senior Unsecured Convertible Note · Derivative Not disclosed $25,000,000.00 Strike: $2.89 $25,000,000.00
Disclosure

SEC source: 0000950103-22-019411 · dp184057_4-virgin.xml · derivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,638,563

Underlying: Common Stock · 8,638,563 shares

Expires 2024-11-04

F2 · derivative.exercise_price: On November 4, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior unsecured convertible note (the "Convertible Note") in the principal amount of $25.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_price: Subject to any limitations under the rules of Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · derivative.exercise_price: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · derivative.exercise_price: The Convertible Note is not freely transferable without written consent in whole or in part until the one-year anniversary of the issuance date unless a default under the Convertible Note has occurred and is continuing. On or after such anniversary, the Convertible Note will be freely transferable in whole or in part by VIL, subject to any restrictions under the Securities Act of 1933, as amended.

F2 · date: On November 4, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior unsecured convertible note (the "Convertible Note") in the principal amount of $25.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · date: Subject to any limitations under the rules of Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · date: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · date: The Convertible Note is not freely transferable without written consent in whole or in part until the one-year anniversary of the issuance date unless a default under the Convertible Note has occurred and is continuing. On or after such anniversary, the Convertible Note will be freely transferable in whole or in part by VIL, subject to any restrictions under the Securities Act of 1933, as amended.

F2 · reported_value: On November 4, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior unsecured convertible note (the "Convertible Note") in the principal amount of $25.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · reported_value: Subject to any limitations under the rules of Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · reported_value: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · reported_value: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · reported_value: The Convertible Note is not freely transferable without written consent in whole or in part until the one-year anniversary of the issuance date unless a default under the Convertible Note has occurred and is continuing. On or after such anniversary, the Convertible Note will be freely transferable in whole or in part by VIL, subject to any restrictions under the Securities Act of 1933, as amended.

F2 · price: On November 4, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior unsecured convertible note (the "Convertible Note") in the principal amount of $25.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · price: Subject to any limitations under the rules of Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · price: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · price: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · price: The Convertible Note is not freely transferable without written consent in whole or in part until the one-year anniversary of the issuance date unless a default under the Convertible Note has occurred and is continuing. On or after such anniversary, the Convertible Note will be freely transferable in whole or in part by VIL, subject to any restrictions under the Securities Act of 1933, as amended.

F2 · derivative.exercise_date: On November 4, 2022, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior unsecured convertible note (the "Convertible Note") in the principal amount of $25.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.

F3 · derivative.exercise_date: Subject to any limitations under the rules of Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").

F4 · derivative.exercise_date: VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer,

F5 · derivative.exercise_date: or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

F6 · derivative.exercise_date: The Convertible Note is not freely transferable without written consent in whole or in part until the one-year anniversary of the issuance date unless a default under the Convertible Note has occurred and is continuing. On or after such anniversary, the Convertible Note will be freely transferable in whole or in part by VIL, subject to any restrictions under the Securities Act of 1933, as amended.

F7 · derivative.expiration_date: Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

F8 · derivative.underlying_shares: Initially, a maximum of 8,638,563 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

F8 · balance_after: Initially, a maximum of 8,638,563 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods.

Read SEC document
August 30, 2022 Filed Sep 1, 2022 22:35 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 3,275,182 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-015147 · dp179805_4-vgac2llc.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,669,206

F1 · kind: On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

F2 · kind: (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

F1 · price: On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

F2 · price: (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

F1 · ownership.direct: On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

F2 · ownership.direct: (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

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June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseWarrants · Derivative 6,700,000 $1.50 Strike: $11.50 $10,050,000.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 7

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,700,000

Underlying: Class A Common Stock · 6,700,000 shares

Expires 2027-06-16

F9 · shares: Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseWarrants · Derivative 3,875,028 $0.01 Strike: $0.01 $38,750.28
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 6

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,875,028

Underlying: Class A Common Stock · 3,875,028 shares

Expires 2027-06-16

F3 · shares: Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 ConversionClass B Ordinary Shares · Derivative 10,062,500 Not disclosed Not disclosed
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 5

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,972,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · derivative.exercise_date: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · derivative.expiration_date: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 5,000,000 $10.00 $50,000,000.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 4

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,394,024

F4 · shares: Acquired through private placement transaction.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 1,671,524 $10.00 $16,715,240.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 3

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,394,024

F3 · shares: Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 2,750,000 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 2

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,722,500

F2 · shares: Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.

F2 · price: Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 ConversionClass A Common Stock 9,972,500 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,972,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
December 30, 2021 Filed Jan 3, 2022 21:17 UTC Virgin Orbit Holdings, Inc. VORB · Entity 114569 OtherCommon Stock 301,981,419 $0.00 $0.00
Disclosure

SEC source: 0001213900-22-000352 · ownership.xml · nonDerivative · entry 1

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 252,126,308

F1 · kind: Represents a distribution of Common Stock by Vieco 10 Limited to Virgin Investments Limited and Fifteenth Investment Company LLC.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
November 10, 2021 Filed Nov 15, 2021 17:25 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 15,600,000 $19.25 $300,300,000.00
Disclosure

SEC source: 0000899243-21-044621 · doc4.xml · nonDerivative · entry 1

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 30,745,494

F1 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 12, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 81,248 $27.17 $2,207,825.03
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 12

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 46,345,494

F13 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.40. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 12, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,233,660 $26.44 $32,623,521.87
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 11

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 46,426,742

F12 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.99. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 12, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,710,092 $25.76 $44,047,865.70
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 10

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 47,660,402

F11 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.51 to $25.995. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 12, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 OtherCommon Stock 57,766 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 9

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 49,370,494

F10 · kind: Represents a transfer of shares in-kind to a former employee.

F10 · price: Represents a transfer of shares in-kind to a former employee.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 11, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 416,041 $29.30 $12,188,503.55
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 8

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 49,428,260

F9 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.91. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 11, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 449,056 $28.22 $12,671,417.30
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 7

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 49,844,301

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.845. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 11, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,373,021 $27.31 $37,498,988.44
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 6

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 50,293,357

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.81. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 11, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,402,882 $26.83 $37,644,795.30
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 5

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 51,666,378

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.50 to $26.999. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 10, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 301,147 $34.39 $10,355,752.69
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 4

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 53,069,260

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.76. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 10, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 592,021 $33.35 $19,746,682.85
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 3

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 53,370,407

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.99. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 10, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,259,282 $32.28 $40,654,156.38
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 53,962,428

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.99. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
August 10, 2021 Filed Aug 12, 2021 20:47 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,597,550 $31.44 $50,228,409.80
Disclosure

SEC source: 0000899243-21-032902 · doc4.xml · nonDerivative · entry 1

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 55,221,710

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.005 to $31.995. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 14, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 12,054 $27.47 $331,177.62
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 7

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 56,819,260

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F9 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.41 to $27.58. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 14, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,471,946 $26.85 $39,526,754.72
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 6

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 56,831,314

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.41 to $27.40. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 13, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 19,749 $27.51 $543,356.21
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 5

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 58,303,260

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.48 to $27.565 The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 13, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 2,180,251 $26.91 $58,664,231.68
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 4

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 58,323,009

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.48 to $27.475. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 12, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 37,842 $28.73 $1,087,302.83
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 3

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 60,503,260

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.50 to $28.91. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 12, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 242,868 $27.77 $6,745,051.53
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 2

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 60,541,102

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.50 to $28.49. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

Read SEC document
April 12, 2021 Filed Apr 14, 2021 18:35 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,619,290 $26.82 $43,427,738.51
Disclosure

SEC source: 0000899243-21-015833 · doc4.xml · nonDerivative · entry 1

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 60,783,970

F1 · kind: Shares sold in open market transactions pursuant to a Rule 10b5-1 Plan entered on March 12, 2021 by Virgin Investments Limited.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.50 to $27.49. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

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July 30, 2020 Filed Jul 30, 2020 20:12 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 OtherCommon Stock 14,887,178 $0.00 $0.00
Disclosure

SEC source: 0000899243-20-020813 · doc4.xml · nonDerivative · entry 1

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 62,403,260

F1 · kind: Represents a distribution of Common Stock by Vieco 10 Limited to Virgin Investments Limited and Aabar Space, Inc. for no consideration.

F2 · ownership.direct: Virgin Investments Limited is the record holder of the common stock reported herein. Virgin Investments Limited's sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Virgin Investments Limited.

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June 05, 2020 Filed Jun 5, 2020 16:31 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 12,330,000 $15.05 $185,566,500.00
Disclosure

SEC source: 0000899243-20-015452 · doc4.xml · nonDerivative · entry 1

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,290,438

F1 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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June 02, 2020 Filed Jun 4, 2020 16:32 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 170,000 $16.24 $2,761,242.00
Disclosure

SEC source: 0000899243-20-015252 · doc4.xml · nonDerivative · entry 1

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,620,438

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.13 to $16.85. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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May 22, 2020 Filed May 22, 2020 16:17 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 20,650,000 $15.00 $309,750,000.00
Disclosure

SEC source: 0000899243-20-013999 · doc4.xml · nonDerivative · entry 1

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,790,438

F1 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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May 19, 2020 Filed May 20, 2020 16:16 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 481,367 $16.09 $7,744,039.75
Disclosure

SEC source: 0000899243-20-013686 · doc4.xml · nonDerivative · entry 2

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,440,438

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.62 to $16.41. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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May 18, 2020 Filed May 20, 2020 16:16 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,293,633 $16.17 $20,923,349.51
Disclosure

SEC source: 0000899243-20-013686 · doc4.xml · nonDerivative · entry 1

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,921,805

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.97 to $16.79. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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May 15, 2020 Filed May 18, 2020 16:15 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,275,000 $15.99 $20,391,712.50
Disclosure

SEC source: 0000899243-20-013389 · doc4.xml · nonDerivative · entry 2

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,215,438

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.57 to $16.455. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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May 14, 2020 Filed May 18, 2020 16:15 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 1,300,000 $15.92 $20,692,230.00
Disclosure

SEC source: 0000899243-20-013389 · doc4.xml · nonDerivative · entry 1

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 113,490,438

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.44 to $16.30. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.direct: Vieco 10 Limited is the record holder of the common stock reported herein. The majority owner of Vieco 10 Limited is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco 10 Limited.

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October 25, 2019 Filed Oct 29, 2019 20:57 UTC Virgin Galactic Holdings, Inc SPCE · Entity 5565 SaleCommon Stock 10,000,000 $10.00 $100,000,000.00
Disclosure

SEC source: 0000899243-19-026188 · doc4.xml · nonDerivative · entry 1

Vieco USA, Inc. · CIK 0001791281 · 10% owner

Vieco 10 Ltd · CIK 0001609096 · 10% owner

Virgin Investments Ltd · CIK 0001791283 · 10% owner

Virgin Group Investments LLC · CIK 0001791337 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 114,790,438

F1 · ownership.direct: Vieco USA, Inc. ("Vieco US") is the record holder of the common stock reported herein. Vieco US is the wholly owned subsidiary of Vieco 10 Limited, whose majority owner is Virgin Investments Limited, whose sole shareholder is Virgin Group Investments LLC, whose sole managing member is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by Vieco US.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.