FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/09/2022 |
3. Issuer Name and Ticker or Trading Symbol
Virgin Galactic Holdings, Inc [ SPCE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 06/13/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 167,566(1)(2)(3) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Includes: (1) an award of 20,126 Restricted Stock Units ("RSUs") granted on September 30, 2021, which vested as to 50% of the RSUs on September 30, 2021 and the remaining 50% of which vested on September 30, 2022; (2) an award of 30,190 RSUs granted on September 30, 2021, which vested as to 25% of the RSUs on September 30, 2022 and the remaining 75% of which vest in 12 quarterly installments thereafter beginning on December 30, 2022; (3) an award of 90,547 RSUs granted on March 16, 2022, in which 25% of the RSUs will vest on March 16, 2023 and the remaining 75% of which vest in 12 quarterly installments thereafter beginning on June 16, 2023, in each case, subject to the Reporting Person's continued service through the applicable vest date; and (4) an award of 30,183 performance share units ("PSUs") granted on March 16, 2022, each of which represents a contingent right to receive one share of the Issuer's common stock. |
2. (Continued from footnote 1) The PSUs will vest based on the achievement of growth rates in the price of the Issuer's common stock between March 17, 2022 and March 16, 2025, subject to earlier vesting in certain circumstances described in the applicable award agreement. The amount reported herein represents the target amount under the PSU award. The RSUs and PSUs settle in shares of the Issuer's common stock. |
3. This Form 3 Amendment is being filed to correct an error in Table I, Column 2 of the Reporting Person's Form 3 filed on June 13, 2022 (the "Original Filing Date"), as previously amended by that certain Form 3/A filed on January 20, 2023, which incorrectly accounted for the number of PSUs granted to the Reporting Person on March 16, 2022. The amount reported in Column 2 of Table I has been updated to reflect the number of shares of common stock held by the Reporting Person as of the Original Filing Date. |
Remarks: |
Chief People Officer |
/s/ Aparna Chitale | 04/24/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |