Amended Statement of Beneficial Ownership (sc 13d/a)
06 6월 2020 - 5:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Virgin
Galactic Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
92766K106
(CUSIP Number)
James
Cahillane
c/o Virgin Management USA, Inc.
65 Bleecker Street, 6th Floor,
New York, NY 10012
(212)
497-9050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 2, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Vieco 10 Limited
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☒ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6
|
|
Citizenship or Place of
Organization
Bristish Virgin
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
77,290,438
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
77,290,438
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,290,438
|
12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
36.7%
|
14
|
|
Type of Reporting
Person
CO
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Virgin Investments Limited
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☒ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6
|
|
Citizenship or Place of
Organization
British Virgin
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
77,290,438
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
77,290,438
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,290,438
|
12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
36.7%
|
14
|
|
Type of Reporting
Person
CO
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Virgin Group Investments LLC
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☒ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6
|
|
Citizenship or Place of
Organization
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
77,290,438
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
77,290,438
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,290,438
|
12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
36.7%
|
14
|
|
Type of Reporting
Person
OO (Limited liability company)
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Corvina Holdings Limited
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☒ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6
|
|
Citizenship or Place of
Organization
British Virgin
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
77,290,438
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
77,290,438
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,290,438
|
12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
36.7%
|
14
|
|
Type of Reporting
Person
CO
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Virgin Group Holdings Limited
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☒ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6
|
|
Citizenship or Place of
Organization
British Virgin
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
77,290,438
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
77,290,438
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,290,438
|
12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
36.7%
|
14
|
|
Type of Reporting
Person
CO
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Sir Richard Branson
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☒ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6
|
|
Citizenship or Place of
Organization
United
Kingdom
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
77,290,438
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
77,290,438
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,290,438
|
12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
36.7%
|
14
|
|
Type of Reporting
Person
IN
|
Explanatory Note
This Amendment No. 4 to Schedule 13D (Amendment No. 4) amends and supplements the Schedule 13D filed with United States
Securities and Exchange Commission on November 4, 2019 (as amended to date, the Schedule 13D) relating to the common stock, par value $0.0001 per share (the Common Stock), of Virgin Galactic Holdings, Inc., a Delaware
corporation (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
On June 2, 2020, Vieco 10 Limited (V10) entered into a Distribution Agency Agreement (the June Distribution Agency
Agreement) with Credit Suisse Securities (USA) LLC (the Sales Agent) pursuant to which V10 agreed to sell from time to time through the Sales Agent, as sales agent and/or principal, up to 12,500,000 shares of Common Stock held by
V10, subject to the terms of the June Distribution Agency Agreement.
Following the entry into the June Distribution Agency Agreement, on
June 2, 2020, the Reporting Persons agreed to sell 12,330,000 shares of Common Stock held by V10 at a price of $15.05 per share to the Sales Agent pursuant to the terms of the June Distribution Agency Agreement. The sale was consummated on
June 5, 2020.
This description of the June Distribution Agency Agreement does not purport to be complete and is qualified in its
entirety by the full text of the June Distribution Agency Agreement, the form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(a) - (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock
beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 210,403,856 shares of Common Stock outstanding as of May 5, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting
Person(1)
|
|
Amount
beneficially
owned
|
|
|
Percent
of class
|
|
|
Sole
power to
vote or to
direct the
vote
|
|
|
Shared
power to
vote or to
direct the
vote
|
|
|
Sole power
to dispose
or to direct
the
disposition
|
|
|
Shared
power to
dispose or to
direct the
disposition
|
|
Vieco 10 Limited
|
|
|
77,290,438
|
|
|
|
36.7
|
%
|
|
|
0
|
|
|
|
77,290,438
|
|
|
|
0
|
|
|
|
77,290,438
|
|
Virgin Investments Limited
|
|
|
77,290,438
|
|
|
|
36.7
|
%
|
|
|
0
|
|
|
|
77,290,438
|
|
|
|
0
|
|
|
|
77,290,438
|
|
Virgin Group Investments, LLC
|
|
|
77,290,438
|
|
|
|
36.7
|
%
|
|
|
0
|
|
|
|
77,290,438
|
|
|
|
0
|
|
|
|
77,290,438
|
|
Corvina Holdings Limited
|
|
|
77,290,438
|
|
|
|
36.7
|
%
|
|
|
0
|
|
|
|
77,290,438
|
|
|
|
0
|
|
|
|
77,290,438
|
|
Virgin Group Holdings Limited
|
|
|
77,290,438
|
|
|
|
36.7
|
%
|
|
|
0
|
|
|
|
77,290,438
|
|
|
|
0
|
|
|
|
77,290,438
|
|
Sir Richard Branson
|
|
|
77,290,438
|
|
|
|
36.7
|
%
|
|
|
0
|
|
|
|
77,290,438
|
|
|
|
0
|
|
|
|
77,290,438
|
|
(1)
|
Does not include shares held by SCH Sponsor Corp. (the Sponsor) and Chamath Palihapitiya. The
Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock held by the Sponsor and Mr. Palihapitiya.
|
V10 is the record holder of the securities reported herein. The majority owner of V10 is VIL, whose sole shareholder is VGIL, whose sole
managing member is Corvina, whose sole shareholder is VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by V10.
Sir Richard Branson owns and has the ability to appoint and remove the management of VGHL and, as such, may indirectly control the decisions
of VGHL regarding the voting and disposition of securities owned by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the securities owned by VGHL.
Item 5(c) of the Schedule 13D is amended and supplemented by inserting the following information:
In addition to the transaction described in Item 4, from the date of the most recent amendment to this Schedule 13D through June 2, 2020,
V10 disposed of 170,000 shares of Common Stock at a weighted average price per share $16.2426. The sales were made at prices ranging from $16.13 to $16.85 per share in open market transactions on the New York Stock Exchange. The Reporting Persons
undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for this transaction.
(d) None.
(e) None.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
Item 4, as amended, summarizes certain provisions of the June Distribution Agency Agreement and is incorporated herein by reference. The form
of Distribution Agency Agreement is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Except as set forth
herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or
withholding of proxies.
Item 7.
|
Materials to be Filed as Exhibits.
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
10
|
|
Form of Distribution Agency Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 1 to the Issuers Registration Statement on Form S-1 (File No. 333-237961) filed on May 14, 2020).
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 5, 2020
|
|
|
VIECO 10 LIMITED
|
|
|
By:
|
|
/s/ James Cahillane
|
Name:
|
|
James Cahillane
|
Title:
|
|
Director
|
|
VIRGIN INVESTMENTS LIMITED
|
|
|
By:
|
|
/s/ James Cahillane
|
Name:
|
|
James Cahillane
|
Title:
|
|
Attorney-in-fact
|
|
VIRGIN GROUP INVESTMENTS LLC
|
|
|
By:
|
|
/s/ James Cahillane
|
Name:
|
|
James Cahillane
|
Title:
|
|
Attorney-in-fact
|
|
CORVINA HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ James Cahillane
|
Name:
|
|
James Cahillane
|
Title:
|
|
Attorney-in-fact
|
|
VIRGIN GROUP HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ James Cahillane
|
Name:
|
|
James Cahillane
|
Title:
|
|
Attorney-in-fact
|
|
|
|
SIR RICHARD BRANSON
|
|
|
By:
|
|
/s/ James Cahillane
|
Name:
|
|
James Cahillane
|
Title:
|
|
Attorney-in-fact
|
Virgin Galactic (NYSE:SPCE.U)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Virgin Galactic (NYSE:SPCE.U)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024
Virgin Galactic Holdings Inc (뉴욕 증권거래소)의 실시간 뉴스: 최근 기사 0
More Virgin Galactic Holdings, Inc News Articles