0000950103-21-008436.txt : 20210604 0000950103-21-008436.hdr.sgml : 20210604 20210604164640 ACCESSION NUMBER: 0000950103-21-008436 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210315 FILED AS OF DATE: 20210604 DATE AS OF CHANGE: 20210604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lovell Evan CENTRAL INDEX KEY: 0001478375 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40263 FILM NUMBER: 21997079 MAIL ADDRESS: STREET 1: 27 SOUTH PARK STREET, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 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 4 1 dp152282_4-lovell.xml X0306 4 2021-03-15 0 0001841761 Virgin Group Acquisition Corp. II VGII 0001478375 Lovell Evan C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR NEW YORK NY 10012 0 1 0 0 Chief Financial Officer Class C Shares in Virgin Group Acquisition Sponsor II LLC 0 2021-03-15 4 P 0 100 3000 A Class B ordinary shares 1013900 100 D Class C Shares in Virgin Group Acquisition Sponsor II LLC 0 2021-06-04 4 J 0 0 A Class B ordinary shares 232700 100 D Represents Class C Shares in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the "Sponsor"). The Class C shares in the Sponsor represent an economic entitlement to the proceeds attributable to a number of the Class B ordinary shares of the Issuer held by the Sponsor, and a number of warrants to acquire Class A ordinary shares of the Issuer held by the Sponsor that will become exercisable upon the consummation of the initial business combination by the Issuer. The Class C shares in the Sponsor have no expiration date. 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 Issuer's prospectus on Form S-1 filed on March 15, 2021 (the "Prospectus"). The Class B ordinary shares have no expiration date. Represents a discretionary adjustment made by the manager of the Sponsor to the number of Class B Ordinary Shares associated with the reporting person's Class C Shares in the Sponsor to reflect the purchase of additional warrants by the Sponsor in connection with the exercise of the overallotment option in full by the underwriters. No separate consideration was paid by the reporting person for the adjustment. This discretionary adjustment did not change the number of Class C Shares in the Sponsor held by the reporting person, but did increase the number of Class B ordinary shares underlying those shares. The figure provided in Column 7 represents an increase in the number of Class B ordinary shares underlying the 100 Class C Shares in the Sponsor held by the reporting person as a result of the June 4, 2021 adjustment reported here. After this adjustment there are 1,246,600 Class B ordinary shares underlying these 100 Class C Shares in the Sponsor. /s/ Harold Brunink, as attorney-in-fact for Evan Lovell 2021-06-04