Joshua Bayliss Form 3 VG Acquisition / Joshua Bayliss ownership change

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Bayliss Joshua

(Last) (First) (Middle)

C/O VG ACQUISITION CORP.

65 BLEECKER STEET, 6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

3. Issuer Name and Ticker or Trading Symbol
VG Acquisition Corp. [ VGAC.U ]

4. 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

5. 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 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)

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: 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
Class C Shares in VG Acquisition Sponsor LLC	(1)(2)	(1)(2)	Class B ordinary shares(3)	1,506,793	0	D

Explanation of Responses:

1. Represents Class C Shares in VG Acquisition Sponsor LLC, a Cayman Islands limited liability company, which is the record holder of 11,410,000 Class B ordinary shares of the Issuer, 1,500,000 of which are subject to forfeiture by VG Acquisition Sponsor LLC in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Issuer's prospectus on Form S-1 filed on September 16, 2020 (the "Prospectus"). The number of Class B ordinary shares underlying these Class C Shares in VG Acquisition Sponsor LLC will be adjusted to reflect any such forfeiture.

2. The Class C shares in VG Acquisition Sponsor LLC represent an economic entitlement to the proceeds attributable to a number of the Class B ordinary shares of the Issuer held by VG Acquisition Sponsor LLC (and, after a planned acquisition by VG Acquisition Sponsor LLC, a number of warrants to acquire Class A ordinary shares of the Issuer that will become exercisable upon the consummation of the initial business combination by the Issuer). The Class C shares in VG Acquisition Sponsor LLC have no expiration date.

3. These Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the initial business combination by the Issuer, on a one-for-one basis, subject to the adjustments described in the Prospectus. The Class B ordinary shares have no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ James Cahillane, as attorney-in-fact for Joshua Bayliss	10/01/2020
	** Signature of Reporting Person	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 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).
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