Michael Minnick - Sep 14, 2021 Form 3 Insider Report for CIIG Capital Partners II, Inc. (CIIGU)

Signature
/s/ Michael Minnick
Stock symbol
CIIGU
Transactions as of
Sep 14, 2021
Transactions value $
$0
Form type
3
Date filed
9/14/2021, 08:00 PM
Next filing
Jan 19, 2023

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 CIIGU Class B Common Stock Sep 14, 2021 Class A Common Stock 7.19M See Footnote 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 registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2 These shares represent Class B Common Stock held by CIIG Management II LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. On July 20, 2021, the Sponsor and the issuer entered into a cancellation agreement pursuant to which the Sponsor forfeited 2,156,250 shares of Class B Common Stock. The Class B Common Stock owned by the Sponsor includes up to 937,500 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 As a managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.