Corvina Holdings LTD's Form 4 filing
Virgin Orbit Holdings, Inc. (VORB) · filed Apr 3, 2023
- Accession no.
- 0000950103-23-005295
- Filed
- Apr 3, 2023, 7:57 PM ET
- Trade date
- Mar 30, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 derivative transaction. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Corvina Holdings LTDCIK 0001368872 | 10% Owner |
| Branson Sir RichardCIK 0001368963 | 10% Owner |
| Virgin Group Holdings LTDCIK 0001402303 | 10% Owner |
| Virgin Investments LtdCIK 0001791283 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
On March 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.9 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note.
Referenced by the price of 1 transaction in Table II.
- F3
Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities").
Referenced by the price of 1 transaction in Table II.
- F4
VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate").
Referenced by the price of 1 transaction in Table II.
- F5
In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (the "Redemption Price") upon prior written notice provided in accordance with the Convertible Note.
Referenced by the price of 1 transaction in Table II.
- F6
VIL may also require the Company to redeem for cash all or any portion of the Convertible Note at the Redemption Price upon prior written notice provided in accordance with the Convertible Note. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Referenced by the price of 1 transaction in Table II.