Spring Valley Acquisition Sponsor II, LLC - Jan 25, 2024 Form 4 Insider Report for Spring Valley Acquisition Corp. II (SVII)

Role: 10%+ Owner
Signature: Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson, Name: David Levinson Title: Corporate Secretary
Stock symbol: SVII
Transactions as of: Jan 25, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/29/2024, 09:07 PM
Previous filing: Oct 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SVII	Class A ordinary shares	Conversion of derivative security		+7.55M			7.55M	Jan 25, 2024	Direct	F1

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	SVII	Class B ordinary shares	Conversion of derivative security	$0	-7.55M	-100%	$0.00	1	Jan 25, 2024	Class A ordinary shares	7.55M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On January 25, 2024, the Reporting Person elected to convert 7,546,666 Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), of Spring Valley Acquisition Corp. II (the "Issuer") held by the Reporting Person into Class A ordinary shares, par value $0.0001 per share ("Class A Shares"), of the Issuer on a one-for-one basis. As a result, 7,546,666 of the Class B Shares were cancelled, and 7,546,666 Class A shares were issued to the Reporting Person on January 25, 2024.
F2	This Form 4 is being filed by Spring Valley Acquisition Sponsor II, LLC (the "Sponsor"). The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.

Content

On January 25, 2024, the Reporting Person elected to convert 7,546,666 Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), of Spring Valley Acquisition Corp. II (the "Issuer") held by the Reporting Person into Class A ordinary shares, par value $0.0001 per share ("Class A Shares"), of the Issuer on a one-for-one basis. As a result, 7,546,666 of the Class B Shares were cancelled, and 7,546,666 Class A shares were issued to the Reporting Person on January 25, 2024.

This Form 4 is being filed by Spring Valley Acquisition Sponsor II, LLC (the "Sponsor"). The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.