| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/22/2021 | 3. Issuer Name and Ticker or Trading Symbol Virgin Group Acquisition Corp. II [ VGII ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 Virgin Group Acquisition Sponsor II LLC | (1)(2) | (1)(2) | Class B ordinary shares(3) | 1,013,900 | 0 | D | |
| Explanation of Responses: |
| 1. Represents Class C Shares in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, which is the record holder of 10,062,500 Class B ordinary shares of the Issuer, 1,312,500 of which are subject to forfeiture by Virgin Group Acquisition Sponsor II 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 March 15, 2021 (the "Prospectus"). The number of Class B ordinary shares underlying these Class C Shares in Virgin Group Acquisition Sponsor II LLC will be adjusted to reflect any such forfeiture. |
| 2. The Class C shares in Virgin Group Acquisition Sponsor II LLC represent an economic entitlement to the proceeds attributable to a number of the Class B ordinary shares of the Issuer held by Virgin Group Acquisition Sponsor II LLC (and, after a planned acquisition by Virgin Group Acquisition Sponsor II 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 Virgin Group Acquisition Sponsor II 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, 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 | 03/22/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
