UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to buy) | Â (2) | 10/11/2016 | Common Stock | 8,375 | $ 12.9842 | D | Â |
Stock Option (Right to buy) | Â (3) | 01/11/2020 | Common Stock | 20,289 | $ 12.9842 | D | Â |
Stock Option (Right to buy) | Â (4) | 05/12/2023 | Common Stock | 49,013 | $ 12.9842 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fiorillo E. Frances C/O VIRGIN AMERICA INC. 555 AIRPORT BLVD BURLINGAME, CA 94010 |
 |  |  Senior VP, People & In-flight |  |
/s/ Allen Huang, Attorney-in-fact for E. Frances Fiorillo | 11/13/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU once vested. |
(2) | The option is fully vested and exercisable. |
(3) | The option vests with respect to fifty percent (50%) of the shares subject thereto on each of the first and second anniversaries of January 12, 2010. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereof upon the earliest to occur of (i) a Change of Control (as defined in the Issuer's Amended and Restated 2005 Stock Incentive Plan (the "Plan")) at a price per share of at least $37.74 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $37.74 on a daily moving average basis for the previous six months. |
(4) | The option vests in full upon the consummation of the initial public offering of the issuer. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereto upon the earliest to occur of (i) a Change of Control (as defined in the Plan) at a price per share of at least $26.42 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $26.42 on a daily moving average basis for the previous six months. |