Sec Form 4 Filing - Bayliss Joshua @ VG Acquisition Corp. - 2020-09-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bayliss Joshua 2. Issuer Name and Ticker or Trading Symbol VG Acquisition Corp. [ VGAC.U] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O VG ACQUISITION CORP., 65 BLEECKER STEET, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2020 (Street) NEW YORK, NY10012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class C Shares in VG Acquisition Sponsor LLC $ 0 09/24/2020 P 50 ( 1 ) ( 1 ) Class B ordinary shares ( 2 ) 1,506,793 $ 6,000 50 D Class C Shares in VG Acquisition Sponsor LLC $ 0 12/08/2020 J( 3 )( 4 ) 0 ( 3 ) ( 4 ) ( 1 ) ( 1 ) Class B ordinary shares ( 2 ) 160,788 ( 3 ) 50 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bayliss Joshua C/O VG ACQUISITION CORP. 65 BLEECKER STEET, 6TH FLOOR NEW YORK, NY10012 X Chief Executive Officer Signatures /s/ James Cahillane, as attorney-in-fact for Joshua Bayliss 12/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class C Shares in VG Acquisition Sponsor 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. ( 2 )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 September 16, 2020 (the "Prospectus"). The Class B ordinary shares have no expiration date. ( 3 )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 both a 6-for-5 share split of the Class B ordinary shares effected by the Issuer in connection an upsizing of the Issuer's initial public offering, and a forfeiture of Class B ordinary shares held by the Sponsor in connection with the expiration of the overallotment option granted to the underwriters to the Issuer's initial public offering. No separate consideration was paid by the reporting person for the adjustment. ( 4 )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 50 Class C Shares in the Sponsor held by the reporting person as a result of the December 8, 2020 adjustment reported here. After this adjustment there are 1,667,581 Class B ordinary shares underlying these 50 Class C Shares in the Sponsor.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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