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. 1)*
Virgin Galactic Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92766K106
(CUSIP Number)
Chamath Palihapitiya
SCH Sponsor Corp.
120 Hawthorne Avenue
Palo Alto, California 94301
(650) 521-9007
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Robert Sanchez
Cooley LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004-2400
(202) 842-7800
December 14, 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).
| CUSIP No. 92766K106 | 13D | Page 1 of 7 pages |
| 1 | Names of Reporting Persons
SCH Sponsor Corp. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
WC | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
23,750,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
23,750,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,750,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
10.13%(*) | |||||
| 14 | Type of Reporting Person
CO | |||||
| * | Percentage calculated based on dividing (a) the total number of shares of the Issuer’s common stock being reported in this Statement (23,750,000) by (b) the number of shares of the Issuer’s common stock outstanding on November 5, 2020 (234,342,464) as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. |
| CUSIP No. 92766K106 | 13D | Page 2 of 7 pages |
| 1 | Names of Reporting Persons
Chamath Palihapitiya | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
WC, BK | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
6,200,000 | ||||
| 8 | Shared Voting Power
23,750,000 | |||||
| 9 | Sole Dispositive Power
6,200,000 | |||||
| 10 | Shared Dispositive Power
23,750,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,950,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
12.78%(*) | |||||
| 14 | Type of Reporting Person
IN | |||||
| * | Percentage calculated based on dividing (a) the total number of shares of the Issuer’s common stock being reported in this Statement (29,950,000) by (b) the number of shares of the Issuer’s common stock outstanding on November 5, 2020 (234,342,464) as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. |
| CUSIP No. 92766K106 | 13D | Page 3 of 7 pages |
| 1 |
Names of Reporting Persons
Ian Osborne | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
WC | |||||
| 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
23,750,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
23,750,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,750,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
10.13%(*) | |||||
| 14 | Type of Reporting Person
IN | |||||
| * | Percentage calculated based on dividing (a) the total number of shares of the Issuer’s common stock being reported in this Statement (23,750,000) by (b) the number of shares of the Issuer’s common stock outstanding on November 5, 2020 (234,342,464) as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. |
| CUSIP No. 92766K106 | 13D | Page 4 of 7 pages |
| Item 1. | Security and Issuer. |
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on November 4, 2019 (the “Original 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”) whose principal executive offices are located at 166 North Roadrunner Parkway, Suite 1C, Las Cruces, NM 88011.
Each item below amends and supplements the information disclosed under the corresponding item of the Original Schedule 13D. Capitalized terms defined in the Original Schedule 13D are used herein as so defined.
| CUSIP No. 92766K106 | 13D | Page 5 of 7 pages |
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(b) of the Schedule 13D are hereby amended and supplemented by the following:
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
| CUSIP No. 92766K106 | 13D | Page 6 of 7 pages |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended to add the following: |
Between December 14, 2020 and December 15, 2020, Chamath Palihapitiya sold 3,800,000 shares of Common Stock in multiple open market transactions, at per share prices ranging from $24.40 to $27.78.
| CUSIP No. 92766K106 | 13D | Page 7 of 7 pages |
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: December 17, 2020
| SCH Sponsor Corp. | ||
| By: | /s/ Chamath Palihapitiya | |
| Name: | Chamath Palihapitiya | |
| Title: | Managing Director | |
| Chamath Palihapitiya | ||
| /s/ Chamath Palihapitiya | ||
| Ian Osborne | ||
| /s/ Ian Osborne | ||