Vector Acquisition Partners II, L.P. - Mar 8, 2023 Form 4 Insider Report for Vector Acquisition Corp II (VAQC)

Role: 10%+ Owner
Signature: VECTOR ACQUISITION PARTNERS II, L.P. By: Vector Capital Partners V, Ltd., its general partner By: /s/ Alex Slusky Name: Alex Slusky Title: Officer
Stock symbol: VAQC
Transactions as of: Mar 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/13/2023, 05:12 PM
Previous filing: Mar 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VAQC	Class A Ordinary Shares	Conversion of derivative security		+11.2M	+1015.91%		12.3M	Mar 8, 2023	Direct	F1, F2

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	VAQC	Class B Ordinary Shares	Conversion of derivative security		-11.2M	-100%		0	Mar 8, 2023	Class A Ordinary Shares	11.2M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On March 8, 2023, the reporting person elected to convert all of their Class B ordinary shares into Class A ordinary shares.
F2	This Form 4 is being filed by Vector Acquisition Partners II, L.P. (the "Sponsor"), which is controlled by Vector Capital Partners V, Ltd. (the "General Partner"), its general partner. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by the General Partner. Alex Slusky, a director of the issuer, controls the Sponsor and the General Partner, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities of the reporting person. The General Partner and Mr. Slusky disclaim beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Content

As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On March 8, 2023, the reporting person elected to convert all of their Class B ordinary shares into Class A ordinary shares.

This Form 4 is being filed by Vector Acquisition Partners II, L.P. (the "Sponsor"), which is controlled by Vector Capital Partners V, Ltd. (the "General Partner"), its general partner. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by the General Partner. Alex Slusky, a director of the issuer, controls the Sponsor and the General Partner, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities of the reporting person. The General Partner and Mr. Slusky disclaim beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.