Theodore J. Brombach - Dec 9, 2021 Form 3 Insider Report for Power & Digital Infrastructure Acquisition II Corp. (XPDB)

Role: Director, 10%+ Owner
Signature: /s/ Patrick C. Eilers, as Attorney-in-fact
Stock symbol: XPDB
Transactions as of: Dec 9, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/10/2021, 05:16 AM
Previous filing: Nov 9, 2022
Next filing: Nov 9, 2022

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	XPDB	Class B common stock							Dec 9, 2021	Class A common stock	7.1M		By XPDI Sponsor II LLC	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. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	The shares of Class B common stock beneficially owned by the reporting person include up to 937,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
F3	The securities reported herein are held by XPDI Sponsor II LLC (the "Sponsor"). XMS XPDI Sponsor II Holdings LLC ("XPDI Holdings") is a managing member of the Sponsor. The reporting person controls XPDI Holdings, and as such has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney