Sec Form 4 Filing - Palihapitiya Chamath @ Virgin Galactic Holdings, Inc - 2021-03-18

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 Palihapitiya Chamath 2. Issuer Name and Ticker or Trading Symbol Virgin Galactic Holdings, Inc [ SPCE] 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) 166 NORTH ROADRUNNER PARKWAY, SUITE 1C 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2021 (Street) LAS CRUCES, NM88011 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 03/18/2021 X 3,492,995 A $ 11.5 3,492,995 I See footnote ( 1 ) ( 2 ) Common Stock 03/18/2021 X 388,111 A $ 11.5 3,881,111 I See footnote ( 2 ) ( 3 ) Common Stock 03/18/2021 J( 4 ) 1,280,750 D $ 31.364 2,212,245 I See footnote ( 1 ) ( 2 ) Common Stock 03/18/2021 J( 4 ) 142,306 D $ 31.364 245,805 I See footnote ( 2 ) ( 3 ) Common Stock 09/16/2021 G V 125,960 D $ 0 0 I See footnote ( 2 ) ( 5 ) Common Stock 15,750,000 I See footnote ( 2 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securitie s) 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 Warrants $ 11.5 03/18/2021 X 3,492,995 ( 7 ) 11/24/2019 10/25/2024 Common Stock 3,492,995 $ 0 0 I See footnote ( 1 ) ( 2 ) ( 7 ) Warrants $ 11.5 03/18/2021 X 388,111 ( 7 ) 11/24/2019 10/25/2024 Common Stock 388,111 $ 0 0 I See footnote ( 2 ) ( 3 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palihapitiya Chamath 166 NORTH ROADRUNNER PARKWAY SUITE 1C LAS CRUCES, NM88011 X X Signatures /s/ Chamath Palihapitiya 09/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities held of record by The Social+Capital Partnership III, L.P. ("SC III"). The Social+Capital Partnership GP III, Ltd. ("GP III Ltd.") is the general partner of The Social+Capital Partnership GP III, L.P. ("GP III LP"), which is the general partner of SC III. The sole member of GP III Ltd. is Social Capital Holdings Inc. ("SC Holdings"). GP III Ltd. has sole voting and dispositive power with regard to the shares held by SC III. The reporting person is the Chief Executive Officer of SC Holdings and may be deemed to beneficially own the securities held by SC III by virtue of his indirect control over SC III. ( 2 )The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. ( 3 )Represents securities held of record by The Social+Capital Partnership Principals Fund III, L.P. ("Principals III" and, collectively with SC III, GP III Ltd., the "Social Capital Entities"). GP III Ltd. is the general partner of GP III LP, which is the general partner of Principals III. The sole member of GP III Ltd. is SC Holdings. GP III Ltd. has sole voting and dispositive power with regard to the shares held by Principals III. The reporting person is the Chief Executive Officer of SC Holdings and may be deemed to beneficially own the securities held by SC III by virtue of his indirect control over SC III. ( 4 )Represents shares withheld in connection with the cashless exercise of warrants. ( 5 )Represents securities held of record by ChaChaCha 2019 Trust DTD 9/20/2019 (the "Trust"). The reporting person may be deemed to beneficially own the securities held by the Trust by virtue of his control over the Trust. Prior to the donation of the securities reported herein, the applicable shares were received by the Trust as part of pro rata distributions from the applicable Social Capital Entities exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. ( 6 )Represents securities held of record by SCH Sponsor Corp. The Reporting Person may be deemed to beneficially own shares held by SCH Sponsor Corp. by virtue of his shared control over SCH Sponsor Corp. ( 7 )Prior to the exercise of the warrants reported herein, the applicable warrants were received by SC III and Principals III as part of a pro rata distribution from SCH Sponsor Corp. exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended.

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

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