0001614436-16-000135.txt : 20161214 0001614436-16-000135.hdr.sgml : 20161214 20161214211441 ACCESSION NUMBER: 0001614436-16-000135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161214 FILED AS OF DATE: 20161214 DATE AS OF CHANGE: 20161214 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: Cush C. David CENTRAL INDEX KEY: 0001620833 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36718 FILM NUMBER: 162052211 MAIL ADDRESS: STREET 1: C/O VIRGIN AMERICA INC. STREET 2: 555 AIRPORT BLVD CITY: BURLINGAME STATE: CA ZIP: 94010 4 1 wf-form4_148176806841796.xml FORM 4 X0306 4 2016-12-14 1 0001614436 Virgin America Inc. VA 0001620833 Cush C. David C/O VIRGIN AMERICA INC. 555 AIRPORT BLVD BURLINGAME CA 94010 1 1 0 0 President and CEO Common Stock 2016-12-14 4 D 0 232584 57 D 0 D Common Stock 2016-12-14 4 D 0 295206 57 D 0 I Trust Includes (i) 110,830 restricted stock units ("RSUs"), (ii) 29,329 shares of service-based restricted stock and (iii) 41,836 shares of performance-based restricted stock, which resulted from an initial award of 20,918 shares of performance-based restricted stock. Pursuant to the Agreement and Plan of Merger, dated April 1, 2016, by and among Virgin America Inc., Alaska Air Group, Inc. and Alpine Acquisition Corp. (the "Merger Agreement"), (i) each issued and outstanding RSU was automatically vested and converted into the right to receive $57.00 in cash, without interest, (ii) each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $57.00 in cash, without interest, (iii) each issued and outstanding share of service-based restricted stock was automatically vested and converted into the right to receive $57.00 in cash, without interest, and (iv) each issued and outstanding share of performance-based restricted stock was automatically vested (treating the performance-based condition to which such award was subject as having been attained at a level of 200%) and converted into the right to receive $57.00 in cash, without interest. Pursuant to the Merger Agreement, each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $57.00 in cash, without interest. The shares are held directly by the Cush Revocable Trust, of which Mr. Cush is the trustee. /s/ Allen Huang, Attorney-in-fact for C. David Cush 2016-12-14