0000899243-16-035723.txt : 20161216 0000899243-16-035723.hdr.sgml : 20161216 20161216132122 ACCESSION NUMBER: 0000899243-16-035723 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161214 FILED AS OF DATE: 20161216 DATE AS OF CHANGE: 20161216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virgin America Inc. CENTRAL INDEX KEY: 0001614436 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 201585173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 AIRPORT BLVD. CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: (650) 762-7000 MAIL ADDRESS: STREET 1: 555 AIRPORT BLVD. CITY: BURLINGAME STATE: CA ZIP: 94010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cyrus Aviation Holdings, LLC CENTRAL INDEX KEY: 0001621468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 162055823 BUSINESS ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.380.5800 MAIL ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001166564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 162055824 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5821 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: CYRUS CAPITAL PARTNERS, LP DATE OF NAME CHANGE: 20050215 FORMER NAME: FORMER CONFORMED NAME: OZF MANAGEMENT L P DATE OF NAME CHANGE: 20020205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS GP, LLC CENTRAL INDEX KEY: 0001166774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 162055825 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5800 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: OZF MANAGEMENT LLC DATE OF NAME CHANGE: 20020208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FREIDHEIM STEPHEN C CENTRAL INDEX KEY: 0001251783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 162055826 MAIL ADDRESS: STREET 1: C/O CYRUS CAPITAL PARTNERS, L.P. STREET 2: 399 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-14 1 0001614436 Virgin America Inc. VA 0001251783 FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166774 CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001166564 CYRUS CAPITAL PARTNERS, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 0001621468 Cyrus Aviation Holdings, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2016-12-14 4 D 0 10522484 57.00 D 0 I See Footnotes On December 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2016, by and among Virgin America Inc. (the "Issuer"), Alaska Air Group, Inc. ("Alaska"), and Alpine Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a direct wholly-owned subsidiary of Alaska (the "Merger"). Pursuant to the Merger, the Issuer's stockholders received the right to receive $57.00 in cash (the "Merger Consideration") for each share of the Issuer's stock that they own. (Continued from footnote 1) Pursuant to the Merger, the Reporting Persons disposed of all shares of Issuer common stock beneficially owned by them, including the 10,509,208 shares held directly by Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), the 7,948 shares that were issued to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners") as director fees for Stephen C. Freidheim's and John Rapaport's service on the Issuer's Board of Directors in 2014 that were not previously reported on Form 3, and the 5,328 shares that were issued to Mr. Freidheim and Mr. Rapaport as director fees in 2015 that were held for the benefit of Cyrus Holdings, and received the Merger Consideration for each share of the Issuer's common stock. Mr. Freidheim may have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Holdings because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners. Mr. Freidheim may also have been deemed to have indirectly beneficially owned a portion of the securities of the Issuer directly held by Cyrus Capital Partners because Mr. Freidheim may have been deemed to have had voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the managing member of Cyrus Holdings. (Continued from footnote 3) Mr. Freidheim has a right to a performance-based allocation and therefore had a pecuniary interest in a portion of the Issuer's securities held by Cyrus Holdings. Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings each disclaimed beneficial ownership of the securities of the Issuer reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners or Cyrus Holdings was the beneficial owner of such securities for purposes of Section 16 or any other purpose. Stephen C. Freidheim and another representative of the reporting persons served on the Board of Directors of Virgin America Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Freidheim were deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. STEPHEN C. FREIDHEIM, Name: /s/ Stephen C. Freidheim 2016-12-16 CYRUS CAPITAL PARTNERS GP, L.L.C., Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2016-12-16 CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2016-12-16 CYRUS AVIATION HOLDINGS, LLC, By: Cyrus Capital Partners, L.P., its managing member, By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2016-12-16 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information


Name:                                   Cyrus Capital Partners GP, L.L.C.

Address:                                c/o Cyrus Capital Partners, L.P.
                                        399 Park Avenue, 39th Floor
                                        New York, NY 10022

Date of Event Requiring Statement:      12/14/16


Name:                                   Cyrus Capital Partners, L.P.

Address:                                c/o Cyrus Capital Partners, L.P.
                                        399 Park Avenue, 39th Floor
                                        New York, NY 10022

Date of Event Requiring Statement:      12/14/16


Name:                                   Cyrus Aviation Holdings, LLC

Address:                                c/o Cyrus Capital Partners, L.P.
                                        399 Park Avenue, 39th Floor
                                        New York, NY 10022

Date of Event Requiring Statement:      12/14/16