Sec Form 4 Filing - Hart Daniel M @ Virgin Orbit Holdings, Inc. - 2021-12-29

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 Hart Daniel M 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O VIRGIN ORBIT HOLDINGS, INC.,, 4022 E. CONANT ST. 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2021 (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

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 Stock Option $ 4.42 12/29/2021 A 844,341 ( 1 ) 03/16/2031 Common Stock 844,341 ( 2 ) 844,341 D Stock Option $ 4.02 12/29/2021 A 378,552 ( 3 ) 05/23/2029 Common Stock 378,552 ( 2 ) 378,552 D Stock Option $ 3.86 12/29/2021 A 757,103 ( 4 ) 11/20/2027 Common Stock 757,103 ( 2 ) 757,103 D Stock Option $ 3.86 12/29/2021 A 1,766,574 ( 5 ) 11/20/2027 Common Stock 1,766,574 ( 2 ) 1,766,574 D

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

Explanation of Responses:

( 1 )The stock option vests and becomes exercisable as to 33.3% of the shares underlying the stock option on December 31, 2021, and the remaining 66.7% of the shares underlying the stock option will vest on the last day of the first calendar year in which Virgin Orbit conducts five successful revenue-generating deployment launches of satellites into their respective intended orbits (the last day of such calendar year the "multiple launch success date"), subject to continued service through the applicable vesting date. ( 2 )Pursuant to the business combination of NextGen Acquisition Corp. II and Vieco USA, each share of Vieco USA outstanding common stock was automatically cancelled and converted into the right to receive shares of the Issuer's Common Stock based on a 1-to-1.2503 conversion ratio (the "Conversion Ratio"). In addition, each outstanding Vieco USA equity award was automatically cancelled and converted into a corresponding equity award of the Issuer based on the Conversion Ratio and with the same terms and vesting conditions as the Vieco USA equity awards. ( 3 )The stock option vests and becomes exercisable as to 25% of the shares underlying the stock option on the one year anniversary of the vesting commencement date and thereafter as to 1/12th of the shares underlying the stock option on each quarterly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. ( 4 )The stock option vested and became exercisable as to 50% of the shares underlying the stock option on June 30, 2021 and the remaining 50% of the shares underlying the stock option will vest on the multiple launch success date, subject to continued service through the applicable vesting date. ( 5 )The stock option vests and becomes exercisable to 25% of the shares underlying the stock option on the one year anniversary of the vesting commencement date and thereafter as to 1/8th of the shares underlying the stock option on each six-month anniversary of the vesting commencement date, subject to continued service through the applicable vesting date.

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).

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