CIIG Management II LLC - Apr 28, 2023 Form 4 Insider Report for CIIG Capital Partners II, Inc. (CIIG)

Role: 10%+ Owner
Signature: /s/ Gavin Cuneo, Managing Member
Stock symbol: CIIG
Transactions as of: Apr 28, 2023
Transactions value $: -$755
Form type: 4
Date filed: 5/2/2023, 04:14 PM
Previous filing: Sep 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CIIG	Class A Common Stock	Conversion of derivative security		+6.97M			6.97M	Apr 28, 2023	Direct	F1, F2
transaction	CIIG	Class A Common Stock	Other		-6.97M	-100%		0	Apr 28, 2023	Direct	F1, F2

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	CIIG	Class B Common Stock	Sale	-$755	-216K	-3%	$0.00^*	6.97M	Apr 28, 2023	Class A Common Stock	216K		Direct	F1, F3
transaction	CIIG	Class B Common Stock	Conversion of derivative security		-6.97M	-100%		0	Apr 28, 2023	Class A Common Stock	6.97M		Direct	F1, F2, F3
transaction	CIIG	Warrants	Other		-10.1M	-100%		0	Apr 28, 2023	Class A Common Stock	10.1M		Direct	F2, F4, F5

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

CIIG Management II LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of Class B Common Stock that converted into shares of Class A Common Stock of Zapp Electric Vehicles, Inc. (f/k/a CIIG Capital Partners II, Inc.) (the "Issuer") in connection with the business combination between the Issuer, Zapp Electric Vehicles Limited, Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Zapp"), and the other parties thereto (the "Business Combination") and were disposed of pursuant to that agreement in exchange for ordinary shares of Zapp.
F2	The holder of record of these shares is CIIG Management II LLC. F. Peter Cuneo, Gavin Cuneo and Michael Minnick are the managing members of CIIG Management II LLC. As such, they may be deemed to have or share voting and dispositive power of the shares.
F3	The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement").
F4	The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of Zapp in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of Zapp at a price of $11.50 per share (subject to adjustment).
F5	Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of Zapp in connection with the Business Combination.