SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

Palihapitiya Chamath

(Last)

(First)

(Middle)

166 NORTH ROADRUNNER PARKWAY

SUITE 1C

(Street)

LAS CRUCES

88011

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	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 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$ 11.50	03/18/2021		X			3,492,995 ⁽⁷⁾	11/24/2019	10/25/2024	Common Stock	3,492,995.00	$ 0	0	I	See footnote ⁽¹⁾ ⁽²⁾ ⁽⁷⁾
Warrants	$ 11.50	03/18/2021		X			388,111 ⁽⁷⁾	11/24/2019	10/25/2024	Common Stock	388,111.00	$ 0	0	I	See footnote ⁽²⁾ ⁽³⁾ ⁽⁷⁾

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.

	/s/ Chamath Palihapitiya	09/20/2021
	** Signature of Reporting Person	Date
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