SEC FORM 3

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^*

NELSON ELIZABETH A

(Last)

(First)

(Middle)

C/O VIRGIN GROUP ACQUISITION CORP. II

65 BLEECKER STREET, 6TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	30,000	$0	D
Class B Shares in Virgin Group Acquisition Holdings II LLC	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class B ordinary shares	69,938	$0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ James Cahillane, as attorney-in-fact for Elizabeth Nelson	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).
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