0000950103-20-024097.txt : 20201210 0000950103-20-024097.hdr.sgml : 20201210 20201210203429 ACCESSION NUMBER: 0000950103-20-024097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200924 FILED AS OF DATE: 20201210 DATE AS OF CHANGE: 20201210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lockhart James B. III CENTRAL INDEX KEY: 0001512121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39587 FILM NUMBER: 201381975 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VG Acquisition Corp. CENTRAL INDEX KEY: 0001804591 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 BLEECKER STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: (212) 497-9050 MAIL ADDRESS: STREET 1: 65 BLEECKER STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: Virgin Group Acquisition Corp. DATE OF NAME CHANGE: 20200909 FORMER COMPANY: FORMER CONFORMED NAME: Bleecker Street Acquisition Corp. DATE OF NAME CHANGE: 20200225 4 1 dp142787_4-lockhart.xml FORM 4 X0306 4 2020-09-24 0 0001804591 VG Acquisition Corp. VGAC.U 0001512121 Lockhart James B. III C/O VG ACQUISITION CORP. 65 BLEECKER STEET, 6TH FLOOR NEW YORK NY 10012 1 0 0 0 Class B Ordinary Shares 0 2020-09-30 4 A 0 30000 0.002 A Class A Ordinary Shares 30000 30000 D Class B Shares in VG Acquisition Holdings LLC 0 2020-09-24 4 P 0 50000 10 A Class B Ordinary Shares 351702 50000 D Class B Shares in VG Acquisition Holdings LLC 0 2020-12-08 4 J 0 0 A Class B Ordinary Shares 1707 50000 D 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. Represents Class B Shares in VG Acquisition Holdings LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in VG Acquisition Sponsor 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. Excluded from this figure are 149 additional Class B ordinary shares erroneously reported as underlying these Class B ordinary shares in Holdings in the Reporting Person's Form 3 report. 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 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 Holdings or the reporting person for either of these adjustments. 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 50,000 Class B Shares in Holdings held by the reporting person as a result of the December 8, 2020 adjustment reported here. After this adjustment there are 353,409 Class B ordinary shares underlying these 50,000 Class B Shares in Holdings. /s/ James Cahillane, as attorney-in-fact for James B. Lockhart III 2020-12-10