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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

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1. Name and Address of Reporting Person* Virgin Group Acquisition Sponsor II LLC (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 B ordinary shares	(1)	(1)	Class A ordinary shares	10,062,500(2)	$0	D(3)(4)(5)

1. Name and Address of Reporting Person* Virgin Group Acquisition Sponsor II LLC (Last) (First) (Middle) C/O VIRGIN GROUP ACQUISITION CORP. II 65 BLEECKER STREET, 6TH FLOOR (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Corvina Holdings LTD (Last) (First) (Middle) CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA (Street) BRITISH VIRGIN ISLANDS D8 VG1110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Virgin Group Holdings LTD (Last) (First) (Middle) CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA (Street) BRITISH VIRGIN ISLANDS D8 VG1110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VIECO INVESTMENTS LTD (Last) (First) (Middle) CRAIGMUIR CHAMBERS ROAD TOWN, TORTOLA (Street) BRITISH VIRGIN ISLANDS D8 VG1110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Branson Sir Richard (Last) (First) (Middle) BRANSON VILLA NECKER BEACH ESTATE, NECKER ISLAND (Street) BRITISH VIRGIN ISLANDS D8 VG1150 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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

	VG Acquisition Sponsor LLC, II By: James Cahillane, as attorney-in-fact	03/22/2021
	Corvina Holdings Limited, By: James Cahillane, as attorney-in-fact	03/22/2021
	Virgin Group Holdings Limited, By: James Cahillane, as attorney-in-fact	03/22/2021
	Vieco Investments Ltd. By: James Cahillane, as attorney-in-fact	03/22/2021
	Sir Richard Branson, By: James Cahillane, as attorney-in-fact	03/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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