SEC Form SC 13D/A filed by Virgin Galactic Holdings Inc. (Amendment)

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1	NAMES OF REPORTING PERSONS
	Corvina Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			30,745,494
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			30,745,494
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,745,494
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

CUSIP No. 92766K106

Schedule 13D

Page 5 of 9

 

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends and supplements the Schedule 13D filed with United States Securities and Exchange Commission on November 4, 2019 (as amended to date, the “Schedule 13D”) relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Virgin Galactic Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Virgin Investments Limited (“VIL”);

Corvina Holdings Limited (“Corvina”);

Virgin Group Holdings Limited (“VGHL”);

BFT (PTC) Limited (“PTC”);

BFT CLG (PTC) Limited (“CLG”); and

Sir Richard Branson.

VIL is a British Virgin Islands exempted company whose principal business is investing in securities, including the securities of the Issuer. Corvina is a British Virgin Islands exempted company whose principal business is investing in securities. VGHL is a British Virgin Islands exempted company whose principal business is to serve as a holding company. PTC is a British Virgin Islands private trust company whose principal business is to serve as trustee of trusts described in Item 5 of this Amendment No. 9. CLG is a British Virgin Islands private trust company whose principal business is to hold and exercise rights with respect to the administration of PTC and the trusts of which PTC is trustee. Sir Richard Branson is a dual citizen of the United Kingdom and the British Virgin Islands whose principal business is entrepreneurship. The address of Sir Richard Branson is Branson Villa, Necker Beach Estate, Necker Island, VG 1150, British Virgin Islands. The business address of each of the other Reporting Persons is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands.

Information with respect to the directors and officers of VIL, Corvina, VGHL, PTC and CLG (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

In connection with an internal restructuring, Virgin Group Investments LLC (“VGIL”) was removed from the corporate group structure. Corvina became the sole shareholder of VIL, and accordingly, VGIL ceased to be a Reporting Person, and the Schedule 13D is hereby amended to delete all references to VGIL.

The Reporting Persons, SCH Sponsor Corp. (“Sponsor”) and Chamath Palihapitiya may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by Sponsor and Mr. Palihapitiya are not the subject of this Schedule 13D and accordingly, neither Sponsor nor Mr. Palihapitiya is included as a Reporting Person. For a description of the relationship between the Reporting Persons, Sponsor and Mr. Palihapitiya, see Item 4 in the Schedule 13D.

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 5(a) - (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

The following sets forth, as of November 1, 2023, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 367,136,598 shares of Common Stock outstanding as of July 25, 2023:

	Reporting person(1)		Amount beneficially owned		Percent of class		Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Virgin Investments Limited			30,745,494		8.4%		0		30,745,494		0		30,745,494
Corvina Holdings Limited			30,745,494		8.4%		0		30,745,494		0		30,745,494
Virgin Group Holdings Limited			30,745,494		8.4%		0		30,745,494		0		30,745,494
BFT (PTC) Limited			30,745,494		8.4%		0		30,745,494		0		30,745,494
BFT CLG (PTC) Limited			30,745,494		8.4%		0		30,745,494		0		30,745,494
Sir Richard Branson			30,745,494		8.4%		0		30,745,494		0		30,745,494

(1)	Does not include shares held by SCH Sponsor Corp. (the “Sponsor”), Chamath Palihapitiya and Aabar. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock held by the Sponsor, Mr. Palihapitiya and Aabar.

CUSIP No. 92766K106

Schedule 13D

Page 9 of 9

                                                                                                                                            SIGNATURES

Name		Present Principal Occupation or Employment		Business Address		Citizenship
Joshua Bayliss		Chief Executive Officer, Virgin Group		Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland		United Kingdom  New Zealand
Francis Dearie		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Peter Richard Nicholas Tarn		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Lynadia Maduro-Maximin (Alternate Director)		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		British Virgin Islands
Kerry Leigh Graziola (Alternate Director)		Director of Fiduciary & Custodial		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		Zimbabwe

Name		Present Principal Occupation or Employment		Business Address		Citizenship
Joshua Bayliss		Chief Executive Officer, Virgin Group		Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland		United Kingdom New Zealand
Francis Dearie		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Peter Richard Nicholas Tarn		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Lynadia Maduro-Maximin (Alternate Director)		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		British Virgin Islands
Kerry Leigh Graziola (Alternate Director)		Director of Fiduciary & Custodial		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		Zimbabwe

Name		Present Principal Occupation or Employment		Business Address		Citizenship
Joshua Bayliss		Chief Executive Officer, Virgin Group		Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland		United Kingdom New Zealand
Sheila Colleen George		Lawyer		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Sir Richard Branson		Self-Employed		Branson Villa, Necker Beach Estate, Necker Island, VG1150, BVI		United Kingdom British Virgin Islands
Francis Dearie		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Peter Michael Russell Norris		Self-Employed		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom
Lynadia Maduro-Maximin (Alternate Director)		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		British Virgin Islands
Kerry Leigh Graziola (Alternate Director)		Director of Fiduciary & Custodial		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		Zimbabwe
Peter Richard Nicholas Tarn (Alternate Director)		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		United Kingdom

Name		Present Principal Occupation or Employment		Business Address		Citizenship
Joshua Bayliss		Chief Executive Officer, Virgin Group		Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland		United Kingdom New Zealand
Sir Richard Branson		Self-Employed		Branson Villa, Necker Beach Estate, Necker Island, VG1150, BVI		United Kingdom British Virgin Islands
Saathi Yamraj		Director		Craigmuir Chambers, Road Town, Tortola, VG1110, BVI		British Virgin Islands United States

Name		Present Principal Occupation or Employment		Business Address		Citizenship
Sir Richard Branson(2)		Self-Employed		Branson Villa, Necker Beach Estate, Necker Island, VG1150, BVI		United Kingdom British Virgin Islands
Holly Branson		Chief Purpose and Vision Officer, Virgin Group		66 Porchester Road, London, United Kingdom, W2 6ET		United Kingdom

(1) (2)

The CLG has the legal ability to remove and replace directors of the PTC and accordingly may be deemed to control the PTC. By virtue of his ownership of all the “A” membership interests in the CLG, Sir Richard Branson may be deemed to control the CLG.