NextGen Sponsor II LLC - Apr 13, 2021 Form 4 Insider Report for Virgin Orbit Holdings, Inc. (VORBQ)

Role
Title: Former 10% Owner and Former Director
Signature
NextGen Sponsor II LLC, By /s/ Patrick T. Ford as attorney-in-fact
Stock symbol
VORBQ
Transactions as of
Apr 13, 2021
Transactions value $
$16,919,818
Form type
4
Date filed
1/3/2022, 06:43 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VORBQ Common Stock Conversion of derivative security +8.8M 8.8M Dec 29, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VORBQ Class B Ordinary Shares Disposed to Issuer -498K -4.95% 9.56M Apr 13, 2021 Common Stock 498K Direct F2
transaction VORBQ Class B Ordinary Shares Disposed to Issuer -765K -8% 8.8M Dec 29, 2021 Common Stock 765K Direct F3
transaction VORBQ Class B Ordinary Shares Conversion of derivative security -8.8M -100% 0 Dec 29, 2021 Common Stock 8.8M Direct F1
transaction VORBQ Private Placement Warrants Award $16.9M +6.77M $2.50* 6.77M Dec 29, 2021 Common Stock 6.77M $11.50 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

NextGen Sponsor II LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 29, 2021, NextGen Acquisition Corp. II (the former name of the Issuer) ("NGCA") consummated an initial business combination (the "Business Combination") with Virgin Orbit Holdings, Inc. (formerly known as Virgin Orbit). Pursuant to the Business Combination, NGCA domesticated as a Delaware corporation and changed its name to "Virgin Orbit Holdings, Inc.", and each NGCA Class B ordinary share that was issued and outstanding as of immediately prior to the domestication was automatically converted into one share of the Issuer's common stock upon the domestication.
F2 On April 13, 2021, the reporting person surrendered 497,636 NGCA Class B ordinary shares for no consideration upon the partial exercise of the over-allotment by Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC (the "Underwriters") in connection with NGCA's initial public offering.
F3 Pursuant to the terms of a Letter Agreement, dated as of December 28, 2021, by and among NGCA and the reporting person, the reporting person surrendered 765,000 NGCA Class B ordinary shares as of immediately prior to the Domestication for no consideration.
F4 Reflects Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of the Issuer's common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on March 25, 2022 and expire on December 29, 2026 or earlier upon redemption or liquidation.

Remarks:

Title: Former 10% Owner and Former Director