Sec Form 4 Filing - Burggraeve Chris @ Virgin Group Acquisition Corp. II - 2021-03-15

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 Burggraeve Chris 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) X __ Director _____ 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) 03/15/2021 (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 B Ordinary Shares $ 0 03/15/2021 A 30,000 ( 1 ) ( 1 ) Class A Ordinary Shares 30,000 $ 0.002 30,000 D Class B Shares in Virgin Group Acquisition Holdings II LLC $ 0 03/15/2021 P 10,000 ( 2 ) ( 2 ) Class B Ordinary Shares ( 1 ) 69,938 $ 10 10,000 D Class B Shares in Virgin Group Acquisition Holdings II LLC $ 0 06/04/2021 J( 3 )( 4 ) 0 ( 3 ) ( 4 ) ( 2 ) ( 2 ) Class B Ordinary Shares ( 1 ) 278 ( 3 ) 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burggraeve Chris C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR NEW YORK, NY10012 X Signatures /s/ Harold Brunink, as attorney-in-fact for Chris Burggraeve 06/04/2021 Signature of Reporting Person Date

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, 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 )Represents Class B Shares in Virgin Group Acquisition Holdings II LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the "Sponsor"). These Class B shares in Holdings represent an indirect economic entitlement to the proceeds attributable to holdings of the Sponsor, including a number of the Class B ordinary shares of the Issuer. The Class B shares in Holdings have no expiration date. ( 3 )Represents a discretionary adjustment made by the manager of Holdings to the number of Class B Ordinary Shares associated with the reporting person's Class B Shares in Holdings in response to a discretionary adjustment made by the manager of the Sponsor to the number of Class B Ordinary Shares associated with Holding's interests in the Class B ordinary shares held by the Sponsor. These adjustments were made 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 Holdings or the reporting person for either of these adjustments. ( 4 )This discretionary adjustment did not change the number of Class B Shares in Holdings 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 10,000 Class B Shares in Holdings held by the reporting person as a result of the June 4, 2021 adjustment reported here. After this adjustment there are 10,000 Class B ordinary shares underlying these 70,216 Class B Shares in Holdings.

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