Daniel M. Hart - Dec 29, 2021 Form 4 Insider Report for Virgin Orbit Holdings, Inc. (VORBQ)

Role: Chief Executive Officer, Director
Signature: /s/ Derrick Boston, Attorney-in-fact
Stock symbol: VORBQ
Transactions as of: Dec 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/3/2022, 08:14 PM
Next filing: Jan 6, 2022

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	Stock Option	Award		+844K			844K	Dec 29, 2021	Common Stock	844K	$4.42	Direct	F1, F2
transaction	VORBQ	Stock Option	Award		+379K			379K	Dec 29, 2021	Common Stock	379K	$4.02	Direct	F2, F3
transaction	VORBQ	Stock Option	Award		+757K			757K	Dec 29, 2021	Common Stock	757K	$3.86	Direct	F2, F4
transaction	VORBQ	Stock Option	Award		+1.77M			1.77M	Dec 29, 2021	Common Stock	1.77M	$3.86	Direct	F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The stock option vests and becomes exercisable as to 33.3% of the shares underlying the stock option on December 31, 2021, and the remaining 66.7% of the shares underlying the stock option will vest on the last day of the first calendar year in which Virgin Orbit conducts five successful revenue-generating deployment launches of satellites into their respective intended orbits (the last day of such calendar year the "multiple launch success date"), subject to continued service through the applicable vesting date.
F2	Pursuant to the business combination of NextGen Acquisition Corp. II and Vieco USA, each share of Vieco USA outstanding common stock was automatically cancelled and converted into the right to receive shares of the Issuer's Common Stock based on a 1-to-1.2503 conversion ratio (the "Conversion Ratio"). In addition, each outstanding Vieco USA equity award was automatically cancelled and converted into a corresponding equity award of the Issuer based on the Conversion Ratio and with the same terms and vesting conditions as the Vieco USA equity awards.
F3	The stock option vests and becomes exercisable as to 25% of the shares underlying the stock option on the one year anniversary of the vesting commencement date and thereafter as to 1/12th of the shares underlying the stock option on each quarterly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date.
F4	The stock option vested and became exercisable as to 50% of the shares underlying the stock option on June 30, 2021 and the remaining 50% of the shares underlying the stock option will vest on the multiple launch success date, subject to continued service through the applicable vesting date.
F5	The stock option vests and becomes exercisable to 25% of the shares underlying the stock option on the one year anniversary of the vesting commencement date and thereafter as to 1/8th of the shares underlying the stock option on each six-month anniversary of the vesting commencement date, subject to continued service through the applicable vesting date.