Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Varley John J.
 2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2014		 3. Issuer Name and Ticker or Trading Symbol
Virgin America Inc. [VA]
(Last)
(First)
(Middle)
C/O VIRGIN AMERICA INC., 555 AIRPORT BLVD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BURLINGAME, CA 94010		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 29,540 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy)   (2) 07/05/2020 Common Stock 26,493 $ 12.9842 D  
Stock Option (Right to buy)   (3) 07/05/2020 Common Stock 10,597 $ 12.9842 D  
Stock Option (Right to buy)   (4) 05/12/2023 Common Stock 43,052 $ 12.9842 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Varley John J.
C/O VIRGIN AMERICA INC.
555 AIRPORT BLVD
BURLINGAME, CA 94010		       Senior VP, General Counsel  

Signatures

/s/ Allen Huang, Attorney-in-fact for John J. Varley 11/13/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU once vested.
(2) The option vests with respect to thirty-three and one-third percent (33.33%) of the shares subject thereto on each of the first, second and third anniversaries of July 6, 2010. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereof upon the earliest to occur of (i) a Change of Control (as defined in the Issuer's Amended and Restated 2005 Stock Incentive Plan (the "Plan")) at a price per share of at least $37.74 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $37.74 on a daily moving average basis for the previous six months.
(3) The option vests with respect to thirty-three and one-third percent (33.33%) of the shares subject thereto on each of the first, second and third anniversaries of July 6, 2010.
(4) The option vests in full upon the consummation of the initial public offering of the issuer. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereto upon the earliest to occur of (i) a Change of Control (as defined in the Plan) at a price per share of at least $26.42 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $26.42 on a daily moving average basis for the previous six months.

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