SEC Form SC 13D/A filed by Virgin Galactic Holdings, Inc. (Amendment)
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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.
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CUSIP No. 92766K106
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13D
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Page 2 of 6 pages
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1
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Names of Reporting Persons
SCH Sponsor Corp.
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
WC
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13
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Percent of Class Represented by Amount in Row (11)
0.0%
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14
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Type of Reporting Person
CO
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CUSIP No. 92766K106
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13D
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Page 3 of 6 pages
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1
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Names of Reporting Persons
Chamath Palihapitiya
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
WC, BK
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
0
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8
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Shared Voting Power
7,640,928
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
7,640,928
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,640,928
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13
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Percent of Class Represented by Amount in Row (11)
2.96%(*)
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14
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Type of Reporting Person
IN
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Percentage calculated based on dividing (a) the total number of shares of the Issuer’s common stock beneficially owned by Chamath Palihapitiya (7,640,928) by (b) the number of
shares of the Issuer’s common stock outstanding on November 1, 2021 (258,011,211) as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
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CUSIP No. 92766K106
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13D
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Page 4 of 6 pages
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1
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Names of Reporting Persons
Ian Osborne
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
WC
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
0
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8
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Shared Voting Power
7,284,390
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
7,284,390
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,284,390
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13
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Percent of Class Represented by Amount in Row (11)
2.82%(*)
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14
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Type of Reporting Person
IN
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*
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Percentage calculated based on dividing (a) the total number of shares of the Issuer’s common stock beneficially owned by Ian Osborne (7,284,390) by (b) the number of shares of
the Issuer’s common stock outstanding on November 1, 2021 (258,011,211) as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
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CUSIP No. 92766K106
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13D
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Page 5 of 6 pages
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Item 1.
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Security and Issuer.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 5.
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Interest in Securities of the Issuer.
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(c)
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Item 5(c) of the Schedule 13D is hereby amended to add the following:
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CUSIP No. 92766K106
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13D
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Page 6 of 6 pages
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SCH Sponsor Corp.
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By:
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/s/ Chamath Palihapitiya
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Name:
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Chamath Palihapitiya
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Title:
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Managing Director
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Chamath Palihapitiya
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/s/ Chamath Palihapitiya
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Ian Osborne
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/s/ Ian Osborne
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