George N. Mattson - Apr 13, 2021 Form 4 Insider Report for Virgin Orbit Holdings, Inc. (VORBQ)

Role
Director
Signature
/s/ Derrick Boston, Attorney-in-fact
Stock symbol
VORBQ
Transactions as of
Apr 13, 2021
Transactions value $
$20,819,818
Form type
4
Date filed
1/3/2022, 08:15 PM
Next filing
Jun 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VORBQ Common Stock Award $3.9M +390K $10.00* 390K Dec 29, 2021 Direct F1
transaction VORBQ Common Stock Conversion of derivative security +8.8M 8.8M Dec 29, 2021 See footnote F1, F2, F3

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 See Footnote F3, F4
transaction VORBQ Class B Ordinary Shares Disposed to Issuer -765K -8% 8.8M Dec 29, 2021 Common Stock 765K See Footnote F3, F5
transaction VORBQ Class B Ordinary Shares Conversion of derivative security -8.8M -100% 0 Dec 29, 2021 Common Stock 8.8M See Footnote F2, F3
transaction VORBQ Private Placement Warrants Award $16.9M +6.77M $2.50* 6.77M Dec 29, 2021 Common Stock 6.77M $11.50 See Footnote F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects Issuer's common stock acquired from the Issuer pursuant to a Subscription Agreement in connection with the business combination of NextGen Acquisition Corp. II (the former name of the Issuer ("NGCA") and Vieco USA, Inc. ("Vieco USA") (such business combination, the "Business Combination"), which closed on December 29, 2021.
F2 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.
F3 Reflects securities held by NextGen Sponsor II LLC (the "Sponsor"). The reporting person and Gregory Summe may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Mr. Mattson disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of his pecuniary interest therein.
F4 On April 13, 2021, the Sponsor 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.
F5 Pursuant to the terms of a Letter Agreement, dated as of December 28, 2021, by and among NGCA and the Sponsor, the Sponsor surrendered 765,000 NGCA Class B ordinary shares as of immediately prior to the Domestication for no consideration.
F6 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:

Exhibit 24 - Power of Attorney.