Stephen Smith - Feb 14, 2023 Form 4 Insider Report for Seaport Global Acquisition II Corp. (SGII)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
By: /s/ Stephen Smith
Stock symbol
SGII
Transactions as of
Feb 14, 2023
Transactions value $
$0
Form type
4
Date filed
2/16/2023, 07:30 PM
Previous filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGII Class A common stock, $0.0001 par value Conversion of derivative security $0 +3.39M $0.00 3.39M Feb 16, 2023 See Footnotes F1, F2, F3

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 SGII Class B Common Stock Gift $0 -200K -5.57% $0.00 3.39M Feb 14, 2023 Class A Common Stock 200K $0.00 See Footnotes F1, F2, F3, F4
transaction SGII Class B Common Stock Conversion of derivative security $0 -3.39M -100% $0.00* 0 Feb 16, 2023 Class A Common Stock 3.39M $0.00 See Footnotes 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 Current Report on Form 8-K filed with the Securities Exchange Commission on February 15, 2023, the Issuer's amended and restated certificate of incorporation was amended to provide that the shares of Class B common stock may be converted into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder. On February 14, 2023, Seaport Global SPACII, LLC (the "Sponsor") elected to convert its shares of Class B common stock into shares of Class A common stock.
F2 The Sponsor is the record holder of the shares of common stock reported herein. Seaport Global Asset Management, LLC ("SGAM") is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held of record by the Sponsor. Stephen C. Smith is the Chief Executive Officer of SGAM. SGAM is wholly-owned by Seaport Global Holdings ("SGH"), which is owned by Mr. Smith, Michael Meagher and Michael Meyer. Each of SGAM, SGH, and Messrs. Smith, Meagher and Meyer disclaim beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3 Mr. Smith has an indirect pecuniary interest in shares of Class B common stock of the issuer through membership interests in Seaport Global SPAC II, LLC, over which Mr. Smith does not have voting or dispositive control.
F4 On February 14, 2023, the Sponsor contributed 200,000 shares of Class B Common Stock to the Issuer's IPO Trust Account, for the benefit of the public shares that were not redeemed by the public shareholders in connection with the special meeting of shareholders held on February 13, 2023.