Sec Form 4 Filing - Virgin Investments Ltd @ Virgin Galactic Holdings, Inc - 2023-11-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Virgin Investments Ltd 2. Issuer Name and Ticker or Trading Symbol Virgin Galactic Holdings, Inc [ SPCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) CRAIGMUIR CHAMBERS, ROAD TOWN 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2023 (Street) TORTOLA, D8VG 1110 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 30,745,494 ( 1 ) I See footnote ( 2 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Virgin Investments Ltd CRAIGMUIR CHAMBERS, ROAD TOWN TORTOLA, D8VG 1110 Former 10% Owner Virgin Group Investments LLC CRAIGMUIR CHAMBERS, ROAD TOWN TORTOLA, D8VG 1110 Former 10% Owner Corvina Holdings LTD CRAIGMUIR CHAMBERS, ROAD TOWN TORTOLA, D8VG 1110 Former 10% Owner Virgin Group Holdings LTD CRAIGMUIR CHAMBERS, ROAD TOWN TORTOLA, D8VG 1110 Former 10% Owner Branson Sir Richard BRANSON VILLA, NECKER BEACH ESTATE NECKER ISLAND, D8VG 1150 Former 10% Owner Signatures Virgin Investments Limited By: /s/ James Cahillane, Attorney-in-fact 11/03/2023 Signature of Reporting Person Date Virgin Group Investments LLC By: /s/ James Cahillane, Attorney-in-fact 11/03/2023 Signature of Reporting Person Date Sir Richard Branson By: /s/ James Cahillane, Attorney-in-fact 11/03/2023 Signature of Reporting Person Date Corvina Holdings Limited By: /s/ James Cahillane, Attorney-in-fact 11/03/2023 Signature of Reporting Person Date Virgin Group Holdings Limited By: /s/ James Cahillane, Attorney-in-fact 11/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of Virgin Group Holdings Limited ("VGHL") to BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by Virgin Investments Limited ("VIL") is unchanged as a result of this transaction. This Form 4 is being filed to report that the Reporting Persons are no longer beneficial owners of 10% or more of the common stock of the Issuer. ( 2 )VIL is the record holder of the common stock reported herein, whose sole shareholder is Corvina Holdings Limited ("Corvina"), whose sole shareholder is VGHL. PTC, in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities owned by VGHL. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by VIL. ( 3 )In connection with an internal restructuring, Virgin Group Investments LLC ("VGIL") was removed from the corporate group structure. Corvina became the sole shareholder of VIL, and accordingly, VGIL ceased to share beneficial ownership of the securities held by VIL.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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

* 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).

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