Joshua Bayliss - Mar 15, 2021 Form 4 Insider Report for Virgin Group Acquisition Corp. II (GROV)

Role: Chief Executive Officer, Director
Signature: /s/ Harold Brunink, as attorney-in-fact for Joshua Bayliss
Stock symbol: GROV
Transactions as of: Mar 15, 2021
Transactions value $: $300,000
Form type: 4
Date filed: 6/4/2021, 04:44 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GROV	Class C Shares in Virgin Group Acquisition Sponsor II LLC	Purchase	$300K	+100		$3,000.00^*	100	Mar 15, 2021	Class B ordinary shares	1.01M	$0.00	Direct	F1, F2
transaction	GROV	Class C Shares in Virgin Group Acquisition Sponsor II LLC	Other		0	0%		100	Jun 4, 2021	Class B ordinary shares	233K	$0.00	Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Class C Shares in Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the "Sponsor"). The Class C shares in the Sponsor represent an economic entitlement to the proceeds attributable to a number of the Class B ordinary shares of the Issuer held by the Sponsor, and a number of warrants to acquire Class A ordinary shares of the Issuer held by the Sponsor that will become exercisable upon the consummation of the initial business combination by the Issuer. The Class C shares in the Sponsor have no expiration date.
F2	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.
F3	Represents a discretionary adjustment made by the manager of the Sponsor to the number of Class B Ordinary Shares associated with the reporting person's Class C Shares in the Sponsor 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 the reporting person for the adjustment.
F4	This discretionary adjustment did not change the number of Class C Shares in the Sponsor 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 100 Class C Shares in the Sponsor held by the reporting person as a result of the June 4, 2021 adjustment reported here. After this adjustment there are 1,246,600 Class B ordinary shares underlying these 100 Class C Shares in the Sponsor.