0001209191-15-048654.txt : 20150602 0001209191-15-048654.hdr.sgml : 20150602 20150602103435 ACCESSION NUMBER: 0001209191-15-048654 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150514 FILED AS OF DATE: 20150602 DATE AS OF CHANGE: 20150602 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 15905674 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 15905675 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 15905676 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 15905677 MAIL ADDRESS: STREET 1: C/O OCH ZIFF CAPITAL MANAGEMENT STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2015-05-14 2015-05-18 0 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 2015-05-14 4 A 0 5328 0.00 A 10514536 I See Footnote On May 14, 2015, the Board of Directors (the "Board") of Virgin America Inc. (the "Issuer") granted restricted stock units of the Issuer as director fees in respect of Stephen C. Freidheim's and John Rapaport's service on the Board. The previously filed Form 4 incorrectly stated that the restricted stock units were granted to Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"), the managing member of Cyrus Aviation Holdings, LLC ("Cyrus Holdings"), for the benefit of Cyrus Holdings. Instead of granting the restricted stock units to Cyrus Capital Partners, the Issuer issued 2,664 restricted stock units to each of Mr. Freidheim and Mr. Rapaport, who hold the restricted stock units for the benefit of Cyrus Holdings. Because Mr. Freidheim and Mr. Rapaport serve on the Board as representatives of Cyrus Holdings and its affiliates, each of Mr. Freidheim and Mr. Rapaport do not have a right to any economic interest in securities of the Issuer issued to them as director fees. (Continued from Footnote 1) Cyrus Holdings is entitled to receive all of the economic interest in director fees payable by the Issuer in respect of Mr. Freidheim's and Mr. Rapaport's Board positions. Mr. Freidheim and Mr. Rapaport each disclaim any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Freidheim or Mr. Rapaport had any pecuniary interest in such securities except such indirect pecuniary interest through Cyrus Holdings and its affiliates. Mr. Freidheim may be deemed to indirectly beneficially own a portion of the securities of the Issuer directly held by Cyrus Holdings because Mr. Freidheim may be deemed to have 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. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the managing member of Cyrus Holdings. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Holdings. (Continued from Footnote 3) Mr. Freidheim, Cyrus Capital GP, Cyrus Capital Partners and Cyrus Holdings disclaims 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 is 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 serve 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 are 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 2015-06-02 CYRUS CAPITAL PARTNERS GP, L.L.C., Name: /s/ Stephen C. Freidheim, Title: Sole Member/Manager 2015-06-02 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 2015-06-02 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 2015-06-02 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:      05/14/15

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:      05/14/15

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:      05/14/15