0000950103-21-004372.txt : 20210322 0000950103-21-004372.hdr.sgml : 20210322 20210322213048 ACCESSION NUMBER: 0000950103-21-004372 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210322 FILED AS OF DATE: 20210322 DATE AS OF CHANGE: 20210322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSON ELIZABETH A CENTRAL INDEX KEY: 0001198788 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 21762903 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND ST STREET 2: STE 310 W CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4152522000 MAIL ADDRESS: STREET 1: MACROMEDIA/ 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virgin Group Acquisition Corp. II CENTRAL INDEX KEY: 0001841761 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 BLEECKER STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: (212) 497-9050 MAIL ADDRESS: STREET 1: 65 BLEECKER STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 3 1 dp148154_3-nelson.xml FORM 3 X0206 3 2021-03-22 0 0001841761 Virgin Group Acquisition Corp. II VGII 0001198788 NELSON ELIZABETH A C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR NEW YORK NY 10012 1 0 0 0 Class B ordinary shares 0 Class A ordinary shares 30000 D Class B Shares in Virgin Group Acquisition Holdings II LLC 0 Class B ordinary shares 69938 D 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 Issuer's prospectus on Form S-1 filed on March 15, 2021 (the "Prospectus"). The Class B ordinary shares have no expiration date. Represents Class A Shares in Virgin Group Acquisition Holdings II LLC, a Delaware limited liability company. Virgin Group Acquisition Holdings II LLC holds an economic interest 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 Prospectus. The number of Class B ordinary shares underlying these Class A Shares in Virgin Group Acquisition Holdings II LLC will be adjusted to reflect any such forfeiture. The Class B shares in Virgin Group Acquisition Holdings II LLC represent an indirect economic entitlement to the proceeds attributable to a number of 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). The Class B shares in Virgin Group Acquisition Holdings II LLC have no expiration date. Exhibit List - Exhibit 24 - Power of Attorney /s/ James Cahillane, as attorney-in-fact for Elizabeth Nelson 2021-03-22 EX-24 2 dp148154_ex24.htm POWER OF ATTORNEY

Exhibit 24

 

 

Power of Attorney

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of James Cahillane its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

 

1.       Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;

 

2.       prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

 

3.       seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of Virgin Group Acquisition Corp. II, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

 

4.       perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.       this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

 

2.       any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3.       neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

 

4.       this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

 

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March, 2021

 

 

  /s/ Elizabeth Nelson

  Name: Elizabeth Nelson