Concord Sponsor Group II LLC - Oct 15, 2021 Form 4 Insider Report for Concord Acquisition Corp II (CNDA)

Role
10%+ Owner
Signature
/s/ Jason T. Simon, Attorney-in-Fact
Stock symbol
CNDA
Transactions as of
Oct 15, 2021
Transactions value $
$0
Form type
4
Date filed
10/19/2021, 04:01 PM
Previous filing
Aug 31, 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 CNDA Class B Common Stock Other $0 -173K -2.61% $0.00 6.46M Oct 15, 2021 Class A Common Stock 173K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock 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 as set forth in the Issuer's registration statement on Form S-1 (File No. 333-254788) (the "Registration Statement").
F2 172,949 shares of Class B common stock were forfeited by Concord Sponsor Group II LLC (the "Sponsor") to the Issuer at no cost in connection with the expiration of the remaining portion of the underwriters' over-allotment option, as described in the Registration Statement.
F3 This Form 4 is being filed by the Sponsor. The Sponsor is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder. Any action by the Sponsor with respect to the Issuer or the Issuer's securities held by the Sponsor, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on Sponsor's board of managers is deemed to have or share beneficial ownership of the founder shares held by the Sponsor.