Sec Form 3 Filing - Virgin Group Acquisition Sponsor II LLC @ Virgin Group Acquisition Corp. II - 2021-03-22

FORM 3 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 Virgin Group Acquisition Sponsor II LLC 2. Issuer Name and Ticker or Trading Symbol Virgin Group Acquisition Corp. II [ VGII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VIRGIN GROUP ACQUISITION CORP. II, 65 BLEECKER STREET, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2021 (Street) NEW YORK, NY10012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 B ordinary shares $ 0 ( 1 ) ( 1 ) Class A ordinary shares 10,062,500 ( 2 ) D ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Virgin Group Acquisition Sponsor II LLC C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR NEW YORK, NY10012 X Corvina Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS, D8VG1110 X Virgin Group Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS, D8VG1110 X VIECO INVESTMENTS LTD CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS, D8VG1110 X Branson Sir Richard BRANSON VILLA NECKER BEACH ESTATE, NECKER ISLAND BRITISH VIRGIN ISLANDS, D8VG1150 X Signatures VG Acquisition Sponsor LLC, II By: James Cahillane, as attorney-in-fact 03/22/2021 Signature of Reporting Person Date Corvina Holdings Limited, By: James Cahillane, as attorney-in-fact 03/22/2021 Signature of Reporting Person Date Virgin Group Holdings Limited, By: James Cahillane, as attorney-in-fact 03/22/2021 Signature of Reporting Person Date Vieco Investments Ltd. By: James Cahillane, as attorney-in-fact 03/22/2021 Signature of Reporting Person Date Sir Richard Branson, By: James Cahillane, as attorney-in-fact 03/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 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. ( 2 )Up to 1,312,500 of these Class B ordinary shares will be surrendered 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. ( 3 )Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these shares. Corvina Holdings Limited, a British Virgin Islands exempted company, is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited. ( 4 )Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein. ( 5 )Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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