Summe Gregory L Form 4 Virgin Orbit / GREGORY L SUMME ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SUMME GREGORY L

(Last) (First) (Middle)

C/O VIRGIN ORBIT HOLDINGS, INC.,

4022 E. CONANT ST

(Street)

LONG BEACH CA 90808

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Virgin Orbit Holdings, Inc. [ VORB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/29/2021		A(1)		390,000	A	$10	390,000	D
Common Stock	12/29/2021		C(2)		8,799,864	A	(1)	8,799,864	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(4)	04/13/2021		D(4)			497,636	(4)	(4)	Common Stock	497,636	(4)	9,564,864	I	See Footnote(3)
Class B Ordinary Shares	(5)	12/29/2021		D(5)			765,000	(5)	(5)	Common Stock	765,000	(5)	8,799,864	I	See Footnote(3)
Class B Ordinary Shares	(2)	12/29/2021		C(2)			8,799,864	(2)	(2)	Common Stock	8,799,864	(2)	0	I	See Footnote(3)
Private Placement Warrants	$11.5	12/29/2021		A(6)		6,767,927		(6)	12/29/2026	Common Stock	6,767,927	$2.5	6,767,927	I	See Footnote(3)

Explanation of Responses:

1. 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.

2. 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.

3. Reflects securities held by NextGen Sponsor II LLC (the "Sponsor"). The reporting person and George Mattson may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Mr. Summe disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of his pecuniary interest therein.

4. 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.

5. 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.

6. 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.

	/s/ Derrick Boston, Attorney-in-fact	01/03/2022
	** Signature of Reporting Person	Date
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