Virgin America (VA) S-1/A IPO registration (amended)

Exhibit 4.1

Number		Shares
COMMON STOCK PAR VALUE $0.01	VIRGIN AMERICA INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

	VIRGIN AMERICA INC.	CUSIP 92765X 208 SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
	SPECIMEN
Is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

Virgin America Inc., transferable on the books of said Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the said Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers.

COUNTERSIGNED AND REGISTERED
WELLS FARGO BANK, N.A.	PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRANSFER AGENT AND REGISTRAR
BY	ASSISTANT CORPORATE SECRETARY

THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BENE DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.

                    .

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT –                                   Custodian
TEN ENT	–	as tenants by the entireties		(Cust)	(Minor)
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts to Minors Act                              (State)

Additional abbreviations may also be used though not in the above list.

For value received,                                                                             hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

	shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

	attorney-in-fact
to transfer the said stock on the books of the within-named Corporation with full power of the substitution in the premises.

Dated                    

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

SIGNATURE(S) GUARANTEED:

By

ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR A BROKER) WHICH IS PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”) OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE