Statement of Changes in Beneficial Ownership (4)
October 27 2020 - 7:32PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Palermo Enrico Liberato |
2. Issuer Name and Ticker or Trading Symbol
Virgin Galactic Holdings, Inc
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SPCE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO and President, TSC, LLC |
(Last)
(First)
(Middle)
166 NORTH ROADRUNNER PARKWAY, SUITE 1C |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/25/2020 |
(Street)
LAS CRUCES, NM 88011
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/25/2020 | | A | | 229171 (1) | A | $0 | 423896 | D | |
Common Stock | 10/25/2020 | | F | | 12032 (2) | D | $19.14 | 411864 | D | |
Common Stock | | | | | | | | 50 | I | As custodian for son 1 |
Common Stock | | | | | | | | 50 | I | As custodian for son 2 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option | $19.14 | 10/25/2020 | | A | | 229172 | | (3) | 10/25/2030 | Common Stock | 229172.0 | $0 | 229172 | D | |
Explanation of Responses: |
(1) | Represents an award of Restricted Stock Units (RSUs), which vests with respect to 25% of the RSUs on October 25, 2021 and, as to the remaining RSUs, in 36 equal monthly installments thereafter, subject to the executive's continued service. The RSUs will be settled in shares of the Issuer's common stock upon vesting. |
(2) | Represents the number of shares of common stock withheld by the Issuer to cover the reporting person's tax withholding obligation upon vesting of 25% of the RSUs granted on October 25, 2019. |
(3) | The option shall vest with respect to 25% of the underlying shares on October 25, 2021 and, as to the remaining underlying shares, in 36 equal monthly installments thereafter, subject to the executive's continued service. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Palermo Enrico Liberato 166 NORTH ROADRUNNER PARKWAY SUITE 1C LAS CRUCES, NM 88011 |
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| COO and President, TSC, LLC |
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Signatures
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/s/ Michelle Kley, Attorney-in-fact for Enrico Libernato Palermo | | 10/27/2020 |
**Signature of Reporting Person | Date |
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