Edgar Filing: Virgin America Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FREIDHEIM STEPHEN C

2. Issuer Name and Ticker or Trading Symbol
Virgin America Inc. [VA]

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

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

(Last)

(First)

(Middle)

C/O CYRUS CAPITAL PARTNERS, L.P., 399 PARK AVENUE, 39TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2014

(Street)

NEW YORK, NY 10022

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/2014		A⁽¹⁾⁽²⁾⁽³⁾		30,736	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	30,736	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁴⁾		5,873	A	⁽⁴⁾	5,873	I	See Footnotes ⁽⁴⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁴⁾		52,093	A	⁽⁴⁾	57,966	I	See Footnotes ⁽⁴⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁴⁾		112,600	A	⁽⁴⁾	170,566	I	See Footnotes ⁽⁴⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁵⁾		9,192	A	⁽⁵⁾	9,192	I	See Footnotes ⁽⁵⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁵⁾		19,956	A	⁽⁵⁾	29,148	I	See Footnotes ⁽⁵⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁶⁾		81,056	A	⁽⁶⁾	81,056	I	See Footnotes ⁽⁶⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁶⁾		47,895	A	⁽⁶⁾	128,951	I	See Footnotes ⁽⁶⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁷⁾		177,074	A	⁽⁷⁾	177,074	I	See Footnotes ⁽⁷⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁸⁾		56,528	A	⁽⁸⁾	56,528	I	See Footnotes ⁽⁸⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽⁹⁾		901,932	A	⁽⁹⁾	932,668	I	See Footnotes ⁽⁹⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽¹⁰⁾		2,137,355	A	⁽¹⁰⁾	2,307,921	I	See Footnotes ⁽¹⁰⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽¹¹⁾		261,757	A	⁽¹¹⁾	290,905	I	See Footnotes ⁽¹¹⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽¹²⁾		1,589,927	A	⁽¹²⁾	1,718,878	I	See Footnotes ⁽¹²⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽¹³⁾		2,886,663	A	⁽¹³⁾	3,063,737	I	See Footnotes ⁽¹³⁾ ⁽¹⁶⁾
Common Stock	11/13/2014		A⁽¹⁴⁾		1,518,243	A	⁽¹⁴⁾	1,574,771	I	See Footnotes ⁽¹⁴⁾ ⁽¹⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class C-11 Warrants (right to buy)

$ 26.4213

11/13/2014

D⁽¹⁾⁽²⁾⁽³⁾

171,271

⁽¹⁵⁾

12/09/2041

Common Stock

171,271

⁽¹⁾ ⁽²⁾ ⁽³⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹⁶⁾

Class C-11 Warrants (right to buy)

$ 26.4213

11/13/2014

D⁽⁴⁾

32,730

⁽¹⁵⁾

12/09/2041

Common Stock

32,730

⁽⁴⁾

See Footnotes ⁽⁴⁾ ⁽¹⁶⁾

Class C-12A Warrants (right to buy)

$ 26.4213

11/13/2014

D⁽⁴⁾

290,274

⁽¹⁵⁾

12/09/2041

Common Stock

290,274

⁽⁴⁾

See Footnotes ⁽⁴⁾ ⁽¹⁶⁾

Class C-15A Warrants (right to buy)

$ 18.8723

11/13/2014

D⁽⁴⁾

627,428

⁽¹⁵⁾

05/10/2043

Common Stock

627,428

⁽⁴⁾

See Footnotes ⁽⁴⁾ ⁽¹⁶⁾

Class C-12B Warrants (right to buy)

$ 26.4213

11/13/2014

D⁽⁵⁾

51,224

⁽¹⁵⁾

12/09/2041

Common Stock

51,224

⁽⁵⁾

See Footnotes ⁽⁵⁾ ⁽¹⁶⁾

Class C-15D Warrants (right to buy)

$ 18.8723

11/13/2014

D⁽⁵⁾

111,201

⁽¹⁵⁾

05/10/2043

Common Stock

111,201

⁽⁵⁾

See Footnotes ⁽⁵⁾ ⁽¹⁶⁾

Class C-12D Warrants (right to buy)

$ 26.4213

11/13/2014

D⁽⁶⁾

451,661

⁽¹⁵⁾

12/09/2041

Common Stock

451,661

⁽⁶⁾

See Footnotes ⁽⁶⁾ ⁽¹⁶⁾

Class C-15F Warrants (right to buy)

$ 18.8723

11/13/2014

D⁽⁶⁾

266,884

⁽¹⁵⁾

05/10/2043

Common Stock

266,884

⁽⁶⁾

See Footnotes ⁽⁶⁾ ⁽¹⁶⁾

Class C-12E Warrants (right to buy)

$ 26.4213

11/13/2014

D⁽⁷⁾

986,688

⁽¹⁵⁾

12/09/2041

Common Stock

986,688

⁽⁷⁾

See Footnotes ⁽⁷⁾ ⁽¹⁶⁾

Class C-15B Warrants (right to buy)

$ 18.8723

11/13/2014

D⁽⁸⁾

314,985

⁽¹⁵⁾

05/10/2043

Common Stock

314,985

⁽⁸⁾

See Footnotes ⁽⁸⁾ ⁽¹⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FREIDHEIM STEPHEN C C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
CYRUS CAPITAL PARTNERS GP, LLC C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
CYRUS CAPITAL PARTNERS, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
Cyrus Capital Advisors, L.L.C. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
Cyrus Aviation Partners IIIA, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
Cyrus Opportunities Master Fund II, Ltd. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
Cyrus Select Opportunities Master Fund, Ltd. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
CRESCENT 1 LP C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
Cyrus Aviation Partners III, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X
Cyrus Aviation Partners IV, L.P. C/O CYRUS CAPITAL PARTNERS, L.P. 399 PARK AVENUE, 39TH FLOOR NEW YORK, NY 10022	X	X

Signatures

STEPHEN C. FREIDHEIM, Name: Stephen C. Freidheim /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS CAPITAL PARTNERS GP, L.L.C., Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS CAPITAL ADVISORS, L.L.C., By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS AVIATION PARTNERS IIIA, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS OPPORTUNITIES MASTER FUND II, LTD., Name: Thomas Stamatelos, Title: Authorized Signatory /s/ Thomas Stamatelos		11/17/2014
^**Signature of Reporting Person		Date
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., Name: Thomas Stamatelos, Title: Authorized Signatory /s/ Thomas Stamatelos		11/17/2014
^**Signature of Reporting Person		Date
CRESCENT I, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS AVIATION PARTNERS III, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date
CYRUS AVIATION PARTNERS IV, L.P., By: Cyrus Capital Advisors, L.L.C., its general partner, By: Cyrus Capital Partners GP, L.L.C., its managing member, Name: Stephen C. Freidheim, Title: Sole Member/Manager /s/ Stephen C. Freidheim		11/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to the Recapitalization Agreement, dated November 13, 2014, by and among Virgin America Inc. (the "Issuer"), Virgin Management Limited, VX Holdings, L.P., VA Holdings (Guernsey) LP, Virgin Holdings Limited, CM Finance Inc., Cyrus Select Opportunities Master Fund, Ltd. ("Cyrus Select Master"), CYR Fund, L.P., Crescent 1, L.P. ("Crescent 1"), Cyrus Opportunities Master Fund II, Ltd. ("Cyrus Opportunities Master II"), Cyrus Aviation Investor, LLC, Cyrus Aviation Partners III, L.P. ("Cyrus Aviation III"), Cyrus Aviation Partners IIIA, L.P. ("Cyrus Aviation IIIA"), Cyrus Aviation Partners IV, L.P. ("Cyrus Aviation IV"), CCP Investments I, L.P., CRS Fund, Ltd., Cyrus Aviation Holdings, LLC, and VAI MBO Investors, LLC (the "Recapitalization Agreement"), on November 13, 2014, the Class C-11 Warrants of the Issuer held directly by Cyrus Aviation IIIA were exchanged with the Issuer for shares of common stock of the Issuer.
(2)	(Continued from footnote 1) Stephen C. Freidheim may be deemed to indirectly beneficially own the securities directly held by Cyrus Aviation IIIA because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP") and the Chief Investment Officer of Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"). Cyrus Capital GP is the general partner of Cyrus Capital Advisors, L.L.C. ("Cyrus Capital Advisors") and Cyrus Capital Partners.
(3)	(Continued from footnote 2) Cyrus Capital Advisors is the general partner of Cyrus Aviation IIIA and Cyrus Capital Partners is the investment manager of Cyrus Aviation IIIA. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation IIIA. The Issuer's Board of Directors, on which Mr. Freidheim serves, approved the Recapitalization Agreement in advance of the consummation of the transactions pursuant to the Recapitalization Agreement.
(4)	Pursuant to the Recapitalization Agreement, on November 13, 2014, the Class C-11 Warrants, the Class C-12A Warrants, and the Class C-15A Warrants of the Issuer held directly by Cyrus Opportunities Master II were exchanged with the Issuer for 5,873, 52,093, and 112,600 shares of common stock of the Issuer, respectively. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Opportunities Master II because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Opportunities Master II. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Opportunities Master II.
(5)	Pursuant to the Recapitalization Agreement, on November 13, 2014, the Class C-12B Warrants and the Class C-15D Warrants of the Issuer held directly by Cyrus Select Master were exchanged with the Issuer for 9,192 and 19,956 shares of common stock of the Issuer, respectively. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Select Master because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Select Master. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Select Master.
(6)	Pursuant to the Recapitalization Agreement, on November 13, 2014, the Class C-12D Warrants and the Class C-15F Warrants of the Issuer held directly by Crescent 1 were exchanged with the Issuer for 81,056 and 47,895 shares of common stock of the Issuer, respectively. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Crescent 1 because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Crescent 1 and Cyrus Capital Partners is the investment manager of Crescent 1. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Crescent 1.
(7)	Pursuant to the Recapitalization Agreement, on November 13, 2014, the Class C-12E Warrants of the Issuer held directly by Cyrus Aviation III were exchanged with the Issuer for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation III because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Cyrus Aviation III and Cyrus Capital Partners is the investment manager of Cyrus Aviation III. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation III.
(8)	Pursuant to the Recapitalization Agreement, on November 13, 2014, the Class C-15B Warrants of the Issuer held directly by Cyrus Aviation IV were exchanged with the Issuer for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation IV because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Crescent 1 and Cyrus Capital Partners is the investment manager of Cyrus Aviation IV. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation IV.
(9)	Pursuant to the Recapitalization Agreement, on November 13, 2014, Cyrus Aviation IIIA exchanged certain notes of the Issuer described in the Recapitalization Agreement for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities directly held by Cyrus Aviation IIIA because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Cyrus Aviation IIIA and Cyrus Capital Partners is the investment manager of Cyrus Aviation IIIA. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation IIIA.
(10)	Pursuant to the Recapitalization Agreement, on November 13, 2014, Cyrus Opportunities Master II exchanged certain notes of the Issuer described in the Recapitalization Agreement for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Opportunities Master II because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Opportunities Master II. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Opportunities Master II.
(11)	Pursuant to the Recapitalization Agreement, on November 13, 2014, Cyrus Select Master exchanged certain notes of the Issuer described in the Recapitalization Agreement for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Select Master because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Partners and Cyrus Capital Partners is the investment manager of Cyrus Select Master. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Select Master.
(12)	Pursuant to the Recapitalization Agreement, on November 13, 2014, Crescent 1 exchanged certain notes of the Issuer described in the Recapitalization Agreement for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Crescent 1 because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Crescent 1 and Cyrus Capital Partners is the investment manager of Crescent 1. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Crescent 1.
(13)	Pursuant to the Recapitalization Agreement, on November 13, 2014, Cyrus Aviation III exchanged certain notes of the Issuer described in the Recapitalization Agreement for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation III because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Cyrus Aviation III and Cyrus Capital Partners is the investment manager of Cyrus Aviation III. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation III.
(14)	Pursuant to the Recapitalization Agreement, on November 13, 2014, Cyrus Aviation IV exchanged certain notes of the Issuer described in the Recapitalization Agreement for shares of common stock of the Issuer. Stephen C. Freidheim may be deemed to indirectly beneficially own the securities held by Cyrus Aviation IV because Mr. Freidheim may be deemed to have voting and investment power over such securities as the sole member of Cyrus Capital GP and the Chief Investment Officer of Cyrus Capital Partners. Cyrus Capital GP is the general partner of Cyrus Capital Advisors and Cyrus Capital Partners. Cyrus Capital Advisors is the general partner of Crescent 1 and Cyrus Capital Partners is the investment manager of Cyrus Aviation IV. Mr. Freidheim has a right to a performance-based allocation and therefore has a pecuniary interest in a portion of the securities held by Cyrus Aviation IV.
(15)	The Warrants are exercisable subject to limitations set forth in the respective warrant agreements.
(16)	Each of Stephen C. Freidheim, Cyrus Capital GP, Cyrus Capital Partners, Cyrus Capital Advisors, Cyrus Aviation IIIA, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III and Cyrus Aviation IV disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Stephen C. Freidheim, Cyrus Capital GP, Cyrus Capital Partners, Cyrus Capital Advisors, Cyrus Aviation IIIA, Cyrus Opportunities Master II, Cyrus Select Master, Crescent 1, Cyrus Aviation III or Cyrus Aviation IV is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks: Stephen C. Freidheim serves on the Board of Directors of Virgin America Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Freidheim are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.