Sec Form 4 Filing - Mattson George N @ Virgin Orbit Holdings, Inc. - 2021-04-13

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 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

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1. Name and Address of Reporting Person Mattson George N 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) (Last) (First) (Middle) C/O VIRGIN ORBIT HOLDINGS, INC.,, 4022 E. CONANT ST 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2021 (Street) LONG BEACH, CA90808 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mattson George N C/O VIRGIN ORBIT HOLDINGS, INC., 4022 E. CONANT ST LONG BEACH, CA90808 X Signatures /s/ Derrick Boston, Attorney-in-fact 01/03/2022 Signature of Reporting Person Date

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 Gregory Summe may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Mr. Mattson 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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