Prepared by R.R. Donnelley Financial -- EX-4.1




 Exhibit 4.1 
  

							
	  

Number    
	 		 		 	  

Shares

			
	 COMMON

STOCK
 PAR VALUE
$0.01
	 		 	 VIRGIN AMERICA INC.

INCORPORATED UNDER THE LAWS
 OF THE
STATE OF DELAWARE


  

					
		 	VIRGIN AMERICA INC.	 	 CUSIP 92765X 208

SEE REVERSE FOR CERTAIN DEFINITIONS

			
	 This
 Certifies

that
	 		 	
		 	  
 SPECIMEN

 
	 	
	   Is the

owner of
	 		 	

 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF 

Virgin America Inc., transferable on the books of said Corporation in person or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the said Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized
officers. 
  

							
	COUNTERSIGNED AND REGISTERED	  		  		  	
	 WELLS FARGO BANK, N.A.
	  		  		  	 PRESIDENT AND CHIEF EXECUTIVE

OFFICER

	 TRANSFER AGENT AND REGISTRAR
	  		  		  	
	BY	  		  		  	 ASSISTANT CORPORATE

SECRETARY










 THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BENE DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE
RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES. 

                    . 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

															
	TEN COM	 	–	 	as tenants in common	  		  	UNIF GIFT MIN ACT –                           
       Custodian
		 		 		  		  	                                  
                   
								
	TEN ENT	 	–	 	as tenants by the entireties	  		  		  		  	    (Cust)	  	(Minor)
							
	JT TEN	 	–	 	as joint tenants with right of survivorship and not as tenants in common	  		  		  		  	 under Uniform Gifts to Minors
Act                             

             

(State)          


 Additional abbreviations may also be used though not in the above list. 

For value received,
                                         
                                    hereby sell, assign and transfer
unto 
  

					
	 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 
	  		  	
	 		
	 	  		  	

  

	
	  

	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

  

			
	  

	  

		
	  
	 	shares
	
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


			
		
	  
	 	attorney-in-fact
	
	to transfer the said stock on the books of the within-named Corporation with full power of the substitution in the premises.

 Dated
                     
  

					
		 	  

		
		 	  

			
		 		 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER.

 
  

			
	SIGNATURE(S) GUARANTEED:	 	

  

			
	By	 	  

	
	ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR A BROKER) WHICH IS PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC.
MEDALLION SIGNATURE PROGRAM (“MSP”) OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE