XPDI Sponsor II LLC - Dec 14, 2021 Form 3/A - Amendment Insider Report for Power & Digital Infrastructure Acquisition II Corp. (XPDB)

Role: 10%+ Owner
Signature: /s/ See signatures included in Exhibit 99.1
Stock symbol: XPDB
Transactions as of: Dec 14, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 12/14/2021, 06:41 PM
Date Of Original Report: Dec 9, 2021
Previous filing: Dec 9, 2021
Next filing: Mar 18, 2024

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 14, 2021	Class A common stock	7.1M		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 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	This Form 3 amendment is being filed by XPDI Sponsor II LLC (the "Sponsor") to amend the original Form 3 filed on December 9, 2021 solely to include Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") as reporting persons and signatories. The original Form 3 included correct beneficial ownership information in the footnotes, however it did not include TEP and XMS XPDI Holdings as reporting persons and signatories. The Sponsor is controlled by its managing members, TEP and XMS XPDI Holdings. Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 3.