FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BROWN DOUGLAS R
2. Issuer Name and Ticker or Trading Symbol

VG Acquisition Corp. [ VGAC.U ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VG ACQUISITION CORP., 65 BLEECKER STEET, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/24/2020
(Street)

NEW YORK, NY 10012
4. If Amendment, Date Original Filed (MM/DD/YYYY)

10/8/2020 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
 

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Shares in VG Acquisition Holdings LLC $0 9/24/2020  P   100,000     (1) (1)Class B Ordinary Shares (2)703,405 (3)$10 100,000 D  

Explanation of Responses:
(1) Represents Class B Shares in VG Acquisition Holdings LLC, a Delaware limited liability company ("Holdings"). Holdings holds an economic interest in VG Acquisition Sponsor 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.
(2) 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 September 16, 2020 (the "Prospectus"). The Class B ordinary shares have no expiration date.
(3) A portion of the Class B ordinary shares of the Issuer acquired by the Sponsor were subject to forfeiture in the event the underwriters for the Issuer's initial public offering did not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus. The number of Class B ordinary shares underlying these Class B Shares in Holdings were subject to adjustment to reflect any such forfeiture.

Remarks:
This amendment is intended to replace the transaction entry for Class B Shares in Holdings included in the Reporting Person's Form 4 report filed with the Commission on October 8, 2020. The amendment includes corrections to errors with respect to the price paid for the security and the number of derivative securities beneficially owned following the reported transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BROWN DOUGLAS R
C/O VG ACQUISITION CORP.
65 BLEECKER STEET, 6TH FLOOR
NEW YORK, NY 10012
X



Signatures
/s/ James Cahillane, as attorney-in-fact for Douglas R. Brown12/10/2020
**Signature of Reporting PersonDate


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 4(b)(v).
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