Charles E. Phillips Jr - Jun 28, 2021 Form 3 Insider Report for Elliott Opportunity II Corp. (EOCW.U)

Role
Director
Signature
/s/ Isaac Kim, as attorney-in-fact for Charles Phillips
Stock symbol
EOCW.U
Transactions as of
Jun 28, 2021
Transactions value $
$0
Form type
3
Date filed
6/28/2021, 07:37 PM
Next filing
Jul 2, 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
holding EOCW.U Class B Ordinary Shares Jun 28, 2021 Class B Ordinary Shares 75K $0.00 Direct F1
holding EOCW.U Limited partnership interests in Elliott Opportunity II Spon Jun 28, 2021 Limited partnership interests 425K $0.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founders Shares" in the Issuer's registration statement on Form S-1 (File No. 333-253328).
F2 Represents limited partnership interests in Elliott Opportunity II Sponsor L.P., a Delaware limited partnership, which is the record holder of 14,000,000 Class B ordinary shares of the Issuer, 1,875,000 of which are subject to forfeiture by Elliott Opportunity II Sponsor L.P. 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 Registration Statement. The number of Class B ordinary shares underlying these limited partnership interests in Elliott Opportunity II Sponsor L.P. will be adjusted to reflect any such forfeiture.
F3 The limited partnership interests in Elliott Opportunity II Sponsor L.P. represent an economic entitlement to the proceeds attributable to 425,000 of the Class B ordinary shares of the Issuer held by Elliott Opportunity II Sponsor L.P. The limited partnership interests in Elliott Opportunity II Sponsor L.P. have no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney