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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Arif Rayhan (Last) (First) (Middle) C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR (Street) NEW YORK NY 10012 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/22/2021	3. Issuer Name and Ticker or Trading Symbol Virgin Group Acquisition Corp. II [ VGII ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	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 A Shares in VG Acquisition Holdings II LLC	(1)	(1)	Class B ordinary shares(2)	58,996	$0	D

Explanation of Responses:

1. Represents Class A Shares in Virgin Group Acquisition Holdings II LLC, a Delaware limited liability company. Virgin Group Acquisition Holdings II LLC holds an economic interest in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, which is the record holder of 10,062,500 Class B ordinary shares of the Issuer, 1,312,500 of which are subject to forfeiture by Virgin Group Acquisition Sponsor II LLC 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 Issuer's prospectus on Form S-1 filed on March 15, 2021. The number of Class B ordinary shares underlying these Class A Shares in Virgin Group Acquisition Holdings II LLC will be adjusted to reflect any such forfeiture.

2. The Class A shares in Virgin Group Acquisition Holdings II LLC represent an indirect economic entitlement to the proceeds attributable to a number of Class B ordinary shares of the Issuer held by Virgin Group Acquisition Sponsor II LLC (and, after a planned acquisition by Virgin Group Acquisition Sponsor II LLC, a number of warrants to acquire Class A ordinary shares of the Issuer). The Class A shares in Virgin Group Acquisition Holdings II LLC have no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ James Cahillane, as attorney-in-fact for Rayhan Arif	03/22/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.