Nelson Elizabeth A - Mar 15, 2021 Form 4 Insider Report for Virgin Group Acquisition Corp. II (GROV)

Role: Director
Signature: /s/ Harold Brunink, as attorney-in-fact for Elizabeth Nelson
Stock symbol: GROV
Transactions as of: Mar 15, 2021
Transactions value $: $100,060
Form type: 4
Date filed: 6/4/2021, 05:24 PM
Next filing: May 18, 2021

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 B Ordinary Shares	Award	$60.00	+30K		$0.00^*	30K	Mar 15, 2021	Class A Ordinary Shares	30K	$0.00	Direct	F1
transaction	GROV	Class B Shares in Virgin Group Acquisition Holdings II LLC	Purchase	$100K	+10K		$10.00	10K	Mar 15, 2021	Class B Ordinary Shares	69.9K	$0.00	Direct	F1, F2
transaction	GROV	Class B Shares in Virgin Group Acquisition Holdings II LLC	Other		0	0%		10K	Jun 4, 2021	Class B Ordinary Shares	278	$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	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.
F2	Represents Class B Shares in Virgin Group Acquisition Holdings II LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in Virgin Group Acquisition Sponsor II 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.
F3	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 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 Holdings or the reporting person for either of these adjustments.
F4	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 10,000 Class B Shares in Holdings held by the reporting person as a result of the June 4, 2021 adjustment reported here. After this adjustment there are 10,000 Class B ordinary shares underlying these 70,216 Class B Shares in Holdings.