Dimitri Elkin - Feb 6, 2023 Form 4 Insider Report for Twelve Seas Investment Co. II (TWLV)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Dimitri Elkin, Managing Member of Twelve Seas Sponsor II LLC
Stock symbol
TWLV
Transactions as of
Feb 6, 2023
Transactions value $
$0
Form type
4
Date filed
2/8/2023, 05:27 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TWLV Class A Common Stock Conversion of derivative security +8.63M +1306.82% 9.29M Feb 6, 2023 See footnote F1, F2, F3

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
transaction TWLV Class B Common Stock Conversion of derivative security -8.63M -100% 0 Feb 6, 2023 Class A Common Stock 8.63M See footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Class B common stock of the issuer have no expiration date and are convertible into shares of Class A common stock of the issuer on a one-for-one basis. On February 6, 2023, the reporting person elected to convert all of its shares of Class B common stock into shares of Class A common stock.
F2 Includes 660,000 shares underlying units (each unit consisting of one share of Class A common stock and one third of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Twelve Seas Sponsor II LLC (the "Sponsor"), acquired in connection with the issuer's initial public offering.
F3 Dimitri Elkin, the Chief Executive Officer and a director of the issuer, and Jonathan Morris, the Chief Financial Officer and director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Elkin and Mr. Morris may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Elkin and Mr. Morris disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.