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* VMG Consumer Acquisition Holdings, LLC (Last) (First) (Middle) 39 MESA STREET SUITE 310 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/15/2021	3. Issuer Name and Ticker or Trading Symbol VMG Consumer Acquisition Corp. [ VMGA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	5,585,000(2)	(1)	I	See footnote(3)

Explanation of Responses:

1. The reporting person owns 5,585,000 shares of Class B Common Stock, par value $0.0001 per share, which will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

2. Includes up to 750,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full or in part.

3. The Class B common stock reported herein are held of record by VMG Consumer Acquisition Holdings, LLC, ("VMG Consumer Holdings"). VMG Partners IV GP, L.P. is the general partner of VMG Partners IV, L.P. and its parallel vehicle, VMG Partners Mentors Circle IV, L.P., which jointly control VMG Consumer Acquisition Holdings, LLC as its sole members with consent rights. Voting and investment determinations with respect to the securities held of record by VMG Consumer Acquisition Holdings, LLC have been delegated by VMG Partners IV GP, L.P. to VMG Partners II, LLC. VMG Partners II, LLC is controlled by its members, consisting of Michael Mauze, Wayne Wu and Robin Tsai. Accordingly, each of the entities and individuals named herein may be deemed to share beneficial ownership of the securities held of record by VMG Consumer Acquisition Holdings, LLC. Each of them disclaims any such beneficial ownership.

Remarks:

	VMG Consumer Acquisition Holdings, LLC /s/ Aarti Kapoor, Chief Executive Officer	11/16/2021
	** 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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