Ross Holding Co LLC - Mar 11, 2021 Form 3/A - Amendment Insider Report for Ross Acquisition Corp II (ROSS)

Role
Officer, Director, 10%+ Owner
Signature
See Exhibit 99.1 for Signatures
Stock symbol
ROSS
Transactions as of
Mar 11, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
9/23/2021, 09:48 PM
Date Of Original Report
Mar 11, 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
holding ROSS Class B ordinary shares, par value $0.0001 per share Mar 11, 2021 Class A ordinary shares, par value $0.0001 per share 8.63M Direct F1, F2, F3, F4
holding ROSS Stock Option (obligation to sell) Mar 11, 2021 Class B ordinary shares, par value $0.0001 per share 15K $10.00 Direct
holding ROSS Stock Option (obligation to sell) Mar 11, 2021 Class B ordinary shares, par value $0.0001 per share 15K $10.00 Direct
holding ROSS Stock Option (obligation to sell) Mar 11, 2021 Class B ordinary shares, par value $0.0001 per share 15K $10.00 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported shares of Ross Acquisition Corp II (the "Issuer") are directly owned by Ross Holding Company LLC (the "Sponsor"), and indirectly owned by Wilbur L Ross, Jr., Stephen J. Toy and Nadim Z. Qureshi, managing members of the Sponsor (together with the Sponsor, the "Reporting Persons"), and include up to 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments.
F2 [continued from footnote 1] Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities -Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252633). The Class B ordinary shares have no expiration date.
F3 Because of the relationships among the Reporting Persons, each of the Reporting Persons may be deemed to beneficially own the securities reported herein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
F4 Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

This Amendment No. 1 to Form 3 is being filed solely to correct the address of the original Form 3 filed on March 11, 2021. The address of the original Form 3 included the incorrect address for Ross Holding Company LLC. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. Exhibit 24.1 (Power of Attorney).