Edgar Filing: Virgin America Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â VX Holdings, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2014

3. Issuer Name and Ticker or Trading Symbol
Virgin America Inc. [VA]

(Last)

(First)

(Middle)

65 BLEECKER STREET, 6TH FLOOR,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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)
Class B Common Stock	424,221	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class G Common Stock	6,292	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Warrants (right to buy)	Â ⁽⁴⁾	05/31/2037	Common Stock	4,312	$ 0.0755	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Warrants (right to buy)	Â ⁽⁴⁾	07/31/2037	Common Stock	3,080	$ 0.0755	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class C-2 Warrants (right to buy)	Â ⁽⁴⁾	05/31/2037	Common Stock	178,311	$ 0.0755	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class C-4 Warrants (right to buy)	Â ⁽⁴⁾	07/31/2037	Common Stock	63,682	$ 0.0755	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class C-14A Warrants (right to buy)	Â ⁽⁴⁾	05/10/2043	Common Stock	1,926,021	$ 18.8723	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class C-14B Warrants (right to buy)	Â ⁽⁴⁾	05/10/2043	Common Stock	18,667,006	$ 18.8723	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class C-14C Warrants (right to buy)	Â ⁽⁴⁾	05/10/2043	Common Stock	986,487	$ 0.0755	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class C-5 Warrants (right to buy)	Â ⁽⁴⁾	01/11/2040	Common Stock	7,948,140	$ 37.7447	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VX Holdings, L.P. 65 BLEECKER STREET, 6TH FLOOR NEW YORK,Â NYÂ 10025	Â X	Â X	Â	Â
Virgin Group Holdings LTD LA MOTTE CHAMBERS ST HELIER, JERSEY,Â X0Â JE1 1BJ	Â X	Â X	Â	Â
RBC TRUSTEES (C.I.) LTD LA MOTTE CHAMBERS ST HELIER,Â X0Â JE1 1BJ	Â X	Â X	Â	Â
Deutsche Bank Trustee Services (Guernsey) LTD LEFEBVRE COURT LEFEBVRE STREET ST PETER PORT, GUERNSEY,Â X0Â GY16EJ	Â X	Â X	Â	Â
Corvina Holdings LTD LA MOTTE CHAMBERS ST HELIER,Â X0Â JE1 1BJ	Â X	Â X	Â	Â
Branson Sir Richard RICHARD'S HOUSE, THE VALLEY VIRGIN GORDA NECKER ISLAND,Â D8Â POBOX 1091	Â X	Â X	Â	Â

Signatures

See Signatures Included as Exhibit 99.1		11/13/2014
^**Signature of Reporting Person		Date
See Signatures Included as Exhibit 99.1		11/13/2014
^**Signature of Reporting Person		Date
See Signatures Included as Exhibit 99.1		11/13/2014
^**Signature of Reporting Person		Date
See Signatures Included as Exhibit 99.1		11/13/2014
^**Signature of Reporting Person		Date
See Signatures Included as Exhibit 99.1		11/13/2014
^**Signature of Reporting Person		Date
See Signatures Included as Exhibit 99.1		11/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 3 is being filed by VX Holdings L.P. ("VX Holdings") for the Common Stock and Warrants that may be deemed to be beneficially owned by the Reporting Persons (as defined below). This Form 3 is also being filed by each of (i) Corvina Holdings Limited ("Corvina") as the sole general partner of VX Holdings; (ii) Virgin Group Holdings Limited ("Virgin Group Holdings") as the sole stockholder of Corvina; (iii) Sir Richard Branson, as a stockholder of Virgin Group Holdings; (iv) RBC Trustee (C.I.) Limited ("RBC Trustee"), as a stockholder of Virgin Group Holdings, solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust and The Pisces Trust; and (cont'd in FN 2)
(2)	(cont'd from FN 1) (v) Deutsche Bank Trustee Services (Guernsey) Limited ("DB Trustee" and, together with VX Holdings, Corvina, Sir Richard Branson, Virgin Group Holdings and RBC Trustee, the "Reporting Persons") as a stockholder of Virgin Group Holdings, solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Leo Trust and The Gemini Trust.
(3)	None of Corvina, Virgin Group Holdings, Sir Richard Branson, RBC Trustee and DB Trustee directly owns any Common Stock or Warrants and each disclaims beneficial ownership of the Common Stock and Warrants reported herein except to the extent of their respective pecuniary interest therein. The filing of this Form 3 shall not be construed as an admission that any of Corvina, Virgin Group Holdings, Sir Richard Branson, RBC Trustee or DB Trustee is the beneficial owner of any Common Stock or Warrants covered by this Form 3.
(4)	The Warrants are exercisable subject to limitations set forth in the respective warrant agreements.
Â Remarks: ForÂ purposesÂ ofÂ SectionÂ 16Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â asÂ amended,Â theÂ ReportingÂ PersonsÂ (asÂ definedÂ inÂ footnoteÂ 1)Â areÂ deemedÂ directorsÂ byÂ deputizationÂ byÂ virtueÂ ofÂ theirÂ representationÂ onÂ theÂ BoardÂ ofÂ DirectorsÂ ofÂ theÂ Issuer.

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