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PROSPECTUS 13,337,587 Shares Common Stock This is our initial public offering of shares of our common stock. We are offering 13,106,377 shares. In addition, VX Employee Holdings, LLC, a Virgin America employee stock ownership vehicle that we consolidate for financial reporting purposes, is offering 231,210 issued and outstanding shares as a selling stockholder. We will pay the underwriting discounts and expenses for this selling stockholder, but we will not receive any proceeds from the shares sold by this selling stockholder. Prior to this offering, no public market existed for our shares of common stock. Our common stock will be listed on the NASDAQ Global Select Market under the symbol “VA.” The initial public offering price per share is $23.00. Investing in our common stock involves risks. See “Risk Factors” beginning on page 20 of this prospectus. Per Share Total Price to the Public ........................................................... $23.0000 $306,764,501 Underwriting discounts and commissions (1)................................ $ 1.4375 $ 19,172,781 Proceeds to us (before expenses)............................................ $21.5625 $282,606,254 Proceeds to selling stockholder (before expenses) ........................... $21.5625 $ 4,985,466 (1) We refer you to “Underwriting” beginning on page 160 of this prospectus for additional information regarding underwriting compensation. Our principal stockholders, Cyrus Aviation Holdings, LLC (“Cyrus Holdings”), CM Finance Inc (which we refer to together with Cyrus Holdings as “Cyrus Capital”) and affiliates of Virgin Group Holdings Limited (which we refer to in this prospectus collectively as the “Virgin Group”), as option selling stockholders, have granted the underwriters an option to purchase up to 2,000,638 additional shares of common stock at the initial public offering price less the underwriting discount solely to cover overallotments. We will receive no proceeds from the sale of any shares sold by these option selling stockholders if the overallotment option is exercised. PAR Investment Partners, L.P. (“PAR Capital”) has agreed to purchase approximately $52.1 million of common stock, or 2,264,492 shares, from the Virgin Group and Cyrus Holdings at a price per share equal to 96% of the initial public offering price, in a private placement to close concurrently with this offering. This private placement is subject to certain closing conditions, including a requirement that total gross proceeds from the sale of shares by us in this offering will be at least $250 million. PAR Capital has entered into an agreement with the underwriters pursuant to which it has agreed not to dispose of its shares for a period of 180 days after the date of this prospectus. See “Summary—PAR Capital Private Placement” elsewhere in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about November 19, 2014. Barclays Deutsche Bank Securities BofA Merrill Lynch Cowen and Company Goldman, Sachs & Co. Imperial Capital LOYAL3 Securities Raymond James November 13, 2014 TABLE OF CONTENTS Page SUMMARY ................................................................................... 1 GLOSSARY OF AIRLINE TERMS .............................................................. 17 RISK FACTORS ............................................................................... 20 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................ 35 2014 RECAPITALIZATION..................................................................... 36 USE OF PROCEEDS ........................................................................... 40 DIVIDEND POLICY............................................................................ 42 CAPITALIZATION............................................................................. 43 DILUTION .................................................................................... 46 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENTS OF OPERATIONS .............................................................................. 49 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENTS OF OPERATIONS ........................................................................... 54 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA ............................ 59 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................................. 62 INDUSTRY BACKGROUND.................................................................... 93 BUSINESS .................................................................................... 95 MANAGEMENT ............................................................................... 111 EXECUTIVE COMPENSATION................................................................. 119 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................................. 141 PRINCIPAL AND SELLING STOCKHOLDERS .................................................. 145 DESCRIPTION OF CAPITAL STOCK ........................................................... 149 SHARES ELIGIBLE FOR FUTURE SALE........................................................ 154 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS............ 156 UNDERWRITING.............................................................................. 160 LEGAL MATTERS............................................................................. 167 EXPERTS ..................................................................................... 167 WHERE YOU CAN FIND MORE INFORMATION................................................ 167 INDEX TO FINANCIAL STATEMENTS ......................................................... F-1 We are responsible for the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us to which we have referred you. Neither we, the selling stockholders nor the underwriters, have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission, and we take no responsibility for any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, results of operations or financial condition may have changed since such date. Until December 8, 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. i SUMMARY This summary highlights selected information about us and the common stock being offered by us and the selling stockholders. It may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our financial statements and the accompanying notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Virgin America is a premium-branded, low-cost airline based in California that provides scheduled air travel in the continental United States and Mexico. We operate primarily from our focus cities of Los Angeles and San Francisco to other major business and leisure destinations in North America. We provide a distinctive offering for our passengers, whom we call guests, that is centered around our brand and our premium travel experience, while at the same time maintaining a low-cost structure through our point-to-point network and high utilization of our efficient, single fleet type. Our distinctive business model allows us to offer a product that is attractive to guests who historically favored legacy airlines but at a lower cost than that of legacy airlines. This business model enables us to compete effectively with other low-cost carriers, or LCCs, by generating a higher stage- length adjusted revenue per available seat mile. Conversely, while our lower density seating configuration and the cost of our premium services contribute to a higher stage-length adjusted cost per available seat mile than that of other LCCs,

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