Roman Dbdr Acquisition Sponsor II Llc - Dec 12, 2024 Form 3 Insider Report for Roman DBDR Acquisition Corp. II (DRDB)

Role
10%+ Owner
Signature
/s/ Dixon Doll, Jr.
Stock symbol
DRDB
Transactions as of
Dec 12, 2024
Transactions value $
$0
Form type
3
Date filed
12/12/2024, 09:33 PM

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
holding DRDB Class B Ordinary Shares Dec 12, 2024 Class A Ordinary Shares 7.67M Direct 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 registration statement on Form S-1 (File No. 333-282186) of Roman DBDR Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
F2 These shares represent the Class B ordinary shares held by Roman DBDR Acquisition Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3 Dixon Doll, Jr. and Donald G. Basile are the managing members of the Sponsor and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Messrs. Dixon and Basile may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Messrs. Dixon and Basile disclaim any beneficial ownership except to the extent of their pecuniary interest therein.