SPCE Virgin Galactic Holdings Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Virgin Galactic Holdings, Inc.

(Name of Issuer)

Common Stock, par value of $0.0001 per share

(Title of Class of Securities)

92766K106

(CUSIP Number)

Mubadala Investment Company PJSC

Attention: Treasury and Investor Relations

P.O. Box 45005

Abu Dhabi

United Arab Emirates

+971 2 413 0000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Common Stock CUSIP No. 92766K106

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Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, par value $0.0001 per share (the “Common Stock”) of Virgin Galactic Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 166 North Roadrunner Parkway, Suite 1C, Las Cruces, New Mexico 88011.

Item 2. Identity and Background.

Each of the following persons is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(a) This Schedule 13D is being filed jointly by:

(i) Mubadala Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“Mubadala”), which is the sole owner of International Petroleum Investment Company PJSC.

(ii) International Petroleum Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi (“International Petroleum”), which is the sole owner of Aabar Investments PJS.

(iii) Aabar Investments PJS, a private joint stock company established under the laws of the Emirate of Abu Dhabi (“Aabar Investments”), which is the sole owner of Aabar Space, Inc.

(iv) Aabar Space, Inc., a company limited by shares under the laws of the British Virgin Islands (“Aabar”).

(b) The address of the principal office of Aabar is 3rd Floor, J & C Building, P.O. Box 362, Road Town, VG1110 Tortola, British Virgin Islands. The address of the principal office of Aabar Investments is P.O. Box 107888, Abu Dhabi, United Arab Emirates. The address of the principal office of International Petroleum is IPIC Square, Muroor Road (4th), P.O. Box 7528, Abu Dhabi, United Arab Emirates. The address of the principal office of Mubadala is P.O. Box 45005, Abu Dhabi, United Arab Emirates.

(c) The principal business of Mubadala is the development and management of an extensive and economically diverse portfolio of commercial initiatives designed to accelerate economic growth for the long-term benefit of Abu Dhabi. The principal business of International Petroleum is investing in securities. The principal business of Aabar Investments and Aabar is investing in securities.

Information with respect to the directors and officers of the Reporting Persons (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

The Reporting Persons, Virgin Investments Limited (“VIL”), SCH Sponsor Corp. (“Sponsor”) and Chamath Palihapitiya may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by VIL, Sponsor and Mr. Palihapitiya are not the subject of this Schedule 13D and accordingly, none of VIL, Sponsor nor Mr. Palihapitiya is included as a Reporting Person. For a description of the relationship between the Reporting Persons, VIL, Sponsor and Mr. Palihapitiya, see Item 4 below.

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(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On July 30, 2020, Vieco 10 Limited (“V10”) distributed (the “Distribution”) all of its shares of the Issuer to its stockholders on a pro rata basis for no consideration, as a result of which VIL is now the record holder of 62,403,260 shares of the Issuer’s Common Stock and Aabar is the record holder of 14,887,178 shares of the Issuer’s Common Stock (the “Shares”). In connection with such Distribution, each of VIL and Aabar executed joinders to the Registration Rights Agreement and the Stockholders’ Agreement (the “Joinder to the RRA” and the “Joinder to the SA”, respectively), each of which is described in more detail in Item 6.

Item 4. Purpose of Transaction.

The information contained in Item 3 and Item 6 is incorporated by reference herein.

The Reporting Persons have acquired the Shares reported herein for investment purposes. The Reporting Persons may (i) sell or otherwise dispose of some or all of the Issuer’s securities (which may include, but is not limited to, transferring some or all of such securities to its affiliates or distributing some or all of such securities to such Reporting Person’s respective partners, members or beneficiaries, as applicable) from time to time, (ii) acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise, and/or (iii) take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons also reserve the right to acquire or dispose of derivatives, convertible notes or other instruments related to Common Stock or other securities of the Issuer, provided that in its judgment such transactions are advisable.

Item 5. Interest in Securities of the Issuer.

(a) and (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 210,403,856 shares of Common Stock outstanding as of August 3, 2020:    

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Aabar is the record holder of the securities reported herein. Aabar is a wholly owned subsidiary of Aabar Investments, which is a wholly owned subsidiary of International Petroleum, which is a wholly owned subsidiary of Mubadala. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Aabar.

(c) Except as disclosed in this Schedule 13D, the Reporting Persons have not effected transactions in the Common Stock in the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Stockholders’ Agreement

On October 25, 2019, the Issuer entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with Vieco USA, Inc. (“Vieco USA”) and other parties thereto, which sets forth, among other things, certain rights and obligations of the parties with respect to: the corporate governance of the Issuer, including director designation rights and the identity of the Chairperson of the Issuer’s Board of Directors (the “Board”); voting rights; and approval rights and limitations with respect to certain transactions. On March 16, 2020, V10 joined the Stockholders’ Agreement and took on the rights and obligations of Vieco US thereunder. In connection with the Distribution, Aabar and VIL executed a joinder to the Stockholders’ Agreement (the “Joinder to the SA”). Pursuant to the Joinder to the SA, VIL took on the rights and obligations of V10 under the Stockholders’ Agreement and Aabar became a Voting Party (as defined in the Stockholders’ Agreement).

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Pursuant to the Stockholders’ Agreement, each of VIL, Sponsor, the Issuer and the Voting Parties have agreed not to take, directly or indirectly, any actions (including removing directors in a manner inconsistent with the Stockholders’ Agreement) that would frustrate, obstruct or otherwise affect the provisions of the Stockholders’ Agreement. As a Voting Party to the Stockholders’ Agreement, Aabar is required, among other things, to vote all of the Shares held by Aabar in such manner as may be necessary to elect and/or maintain in office as members of the Board the individuals designated by VIL, Sponsor, and Mr. Palihapitiya and to otherwise effect the intent of the provisions of the Stockholders’ Agreement.

Registration Rights Agreement

On October 25, 2019, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Vieco USA and other parties thereto, pursuant to which the Issuer agreed to register for resale certain shares of Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time. On March 16, 2020, V10 joined the Registration Rights Agreement and took on the rights and obligations of Vieco US thereunder. In connection with the Distribution, Aabar and VIL executed a joinder to the Registration Rights Agreement (the “Joinder to the RRA”). Pursuant to the Joinder to the RRA, VIL took on the rights and obligations of V10 under the Registration Rights Agreement and Aabar became a Holder (as defined in the Registration Rights Agreement) under the Registration Rights Agreement.

Under the Registration Rights Agreement, the Issuer agreed to register for resale certain shares of Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time. The Registration Rights Agreement contains certain restrictions on transfer with respect to 50% of the shares of Common Stock initially received by Vieco USA, including a two-year lock-up of such shares. Therefore, pursuant to the Registration Rights Agreement, as amended by the Joinder to the RA, Aabar cannot transfer 11,055,359 of its 14,887,178 shares it received from V10 until October 25, 2021, subject to the exceptions contained therein. Aabar is also entitled to certain demand and piggyback registration rights as a Holder under the Registration Rights Agreement, as amended by the Joinder to the RRA.

The foregoing descriptions of the Stockholders’ Agreement, Registration Rights Agreement, Joinder to the SA and the Joinder to the RRA do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements filed as exhibits to this Schedule 13D, and incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:    August 7, 2020

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Schedule A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Aabar Space, Inc., Aabar Investments PJS, International Petroleum Investment Company PJSC and Mubadala Investment Company PJSC are set forth below.

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