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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Virgin Group Acquisition Sponsor II LLC
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]
(Last)
(First)
(Middle)
C/O VIRGIN GROUP ACQUISITION CORP. II, 65 BLEECKER STREET, 6TH FLOOR
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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10012
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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)  

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, NY 10012
    X    
Corvina Holdings LTD
CRAIGMUIR CHAMBERS
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS, D8 VG1110
    X    
Virgin Group Holdings LTD
CRAIGMUIR CHAMBERS
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS, D8 VG1110
    X    
VIECO INVESTMENTS LTD
CRAIGMUIR CHAMBERS
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS, D8 VG1110
    X    
Branson Sir Richard
BRANSON VILLA
NECKER BEACH ESTATE, NECKER ISLAND
BRITISH VIRGIN ISLANDS, D8 VG1150
    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:

* 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).
(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

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