Gary P. Smith - Dec 19, 2021 Form 4 Insider Report for New Providence Acquisition Corp. II (NPAB)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Gary P. Smith
Stock symbol: NPAB
Transactions as of: Dec 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/21/2021, 07:19 PM
Previous filing: Nov 4, 2021
Next filing: Jul 31, 2024

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	NPAB	Class B common stock	Other		-219K	-3.41%		6.2M	Dec 19, 2021	Class A common stock	219K		By New Providence Acquisition II LLC	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-253337) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	This Form 4 reflects the automatic surrender to New Providence Acquisition Corp. II (the "issuer") of 218,750 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.
F3	The securities reported herein are held by New Providence Acquisition II LLC (the "Sponsor"). The reporting person and Alexander Coleman are the directors of the Sponsor, and as such have voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.