Sec Form 13D Filing - Vieco 10 Ltd @ Virgin Galactic Holdings Inc

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Virgin Galactic Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92766K106

(CUSIP Number)

James Cahillane

c/o Virgin Management USA, Inc.

65 Bleecker Street, 6^th Floor,

New York, NY 10012

(212) 497-9050

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

May 19, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).


1	Names of Reporting Persons Vieco 10 Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 89,790,438
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 89,790,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 89,790,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 42.7%
14	Type of Reporting Person CO


1	Names of Reporting Persons Virgin Investments Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 89,790,438
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 89,790,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 89,790,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 42.7%
14	Type of Reporting Person CO


1	Names of Reporting Persons Virgin Group Investments LLC
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 89,790,438
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 89,790,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 89,790,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 42.7%
14	Type of Reporting Person OO (Limited liability company)


1	Names of Reporting Persons Corvina Holdings Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 89,790,438
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 89,790,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 89,790,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 42.7%
14	Type of Reporting Person CO


1	Names of Reporting Persons Virgin Group Holdings Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH < p style="font-size:10pt;margin-top:0pt;margin-bottom:1pt" align="left">		7	Sole Voting Power 0
		8	Shared Voting Power 89,790,438
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 89,790,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 89,790,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 42.7%
14	Type of Reporting Person CO


1	Names of Reporting Persons Sir Richard Branson
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 89,790,438
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 89,790,438
11	Aggregate Amount Beneficially Owned by Each Reporting Person 89,790,438
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 42.7%
14	Type of Reporting Person IN

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed with United States Securities and Exchange Commission on November 4, 2019 (as amended to date, the “Schedule 13D”) relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Virgin Galactic Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On May 19, 2020, the Reporting Persons agreed to sell 20,650,000 shares of Common Stock held by V10 at a price of $15.00 per share to the Sales Agent pursuant to the terms of the Distribution Agency Agreement. The sale was consummated on May 22, 2020.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) - (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

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 May 5, 2020:


Reporting Person⁽¹⁾	Amount beneficially owned		Percent of class			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		Shared power to dispose or to direct the disposition
Vieco 10 Limited		89,790,438		42.7	%		0		89,790,438		0		89,790,438
Virgin Investments Limited		89,790,438		42.7	%		0		89,790,438		0		89,790,438
Virgin Group Investments, LLC		89,790,438		42.7	%		0		89,790,438		0		89,790,438
Corvina Holdings Limited		89,790,438		42.7	%		0		89,790,438		0		89,790,438
Virgin Group Holdings Limited		89,790,438		42.7	%		0		89,790,438		0		89,790,438
Sir Richard Branson		89,790,438		42.7	%		0		89,790,438		0		89,790,438

(1)	Does not include shares held by SCH Sponsor Corp. (the “Sponsor”) and Chamath Palihapitiya. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock held by the Sponsor and Mr. Palihapitiya.

V10 is the record holder of the securities reported herein. The majority owner of V10 is VIL, whose sole shareholder is VGIL, whose sole managing member is Corvina, whose sole shareholder is VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by V10.

Sir Richard Branson owns and has the ability to appoint and remove the management of VGHL and, as such, may indirectly control the decisions of VGHL regarding the voting and disposition of securities owned by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the securities owned by VGHL.

Item 5(c) of the Schedule 13D is amended and supplemented by inserting the following information:

In addition to the transaction described in Item 4 herein, from the date of the most recent amendment to this Schedule 13D through May 19, 2020, V10 disposed of 1,775,000 shares of Common Stock at prices ranging from $15.62 to $16.79 per share in open market transactions on the New York Stock Exchange. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share for transactions that were effected since the date of the most recent amendment are provided below. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for this transaction.


Date	Common Shares Disposed Of		Weighted Average Price per Share
May 18, 2020		1,293,633	$	16.1741
May 19, 2020		481,367	$	16.0876

(d) None.

(e) None.

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: May 22, 2020


VIECO 10 LIMITED

By:		/s/ James Cahillane
Name:		James Cahillane
Title:		Director


VIRGIN INVESTMENTS LIMITED

By:		/s/ James Cahillane
Name:		James Cahillane
Title:		Attorney-in-fact


VIRGIN GROUP INVESTMENTS LLC

By:		/s/ James Cahillane
Name:		James Cahillane
Title:		Attorney-in-fact


CORVINA HOLDINGS LIMITED

By:		/s/ James Cahillane
Name:		James Cahillane
Title:		Attorney-in-fact


VIRGIN GROUP HOLDINGS LIMITED

By:		/s/ James Cahillane
Name:		James Cahillane
Title:		Attorney-in-fact


SIR RICHARD BRANSON

By:		/s/ James Cahillane
Name:		James Cahillane
Title:		Attorney-in-fact

Sec Form 13D Filing - Vieco 10 Ltd filing for Virgin Galactic Holdings Inc (SPCE) - 2020-05-22