James S. Simpson - Dec 29, 2021 Form 4 Insider Report for Virgin Orbit Holdings, Inc. (VORBQ)

Role: Chief Strategy Officer
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, 08:16 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		+93.7K			93.7K	Dec 29, 2021	Common Stock	93.7K	$4.42	Direct	F1, F2

* 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 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.
F2	Pursuant to the business combination of NextGen Acquisition Corp. II and Vieco USA, Inc. ("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.

Content

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.

Pursuant to the business combination of NextGen Acquisition Corp. II and Vieco USA, Inc. ("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.