George J. Schultze - Apr 10, 2023 Form 4 Insider Report for Schultze Special Purpose Acquisition Corp. II (SAMA)

Role: Chairman, President and CEO, Director, 10%+ Owner
Signature: /s/ Alan I. Annex, Attorney-in-Fact
Stock symbol: SAMA
Transactions as of: Apr 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/12/2023, 09:36 PM
Previous filing: Jun 24, 2022
Next filing: Jun 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAMA	Class A common stock	Conversion of derivative security		+2.8M			2.8M	Apr 10, 2023	Direct	F1, F2
transaction	SAMA	Class A common stock	Conversion of derivative security		+938K			938K	Apr 10, 2023	See footnote	F1, 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	SAMA	Class B common stock	Conversion of derivative security		-2.8M	-100%		0	Apr 10, 2023	Class A common stock	2.8M		Direct	F1, F2
transaction	SAMA	Class B common stock	Conversion of derivative security		-938K	-100%		0	Apr 10, 2023	Class A common stock	938K		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 will automatically convert into shares of Class A common stock 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 as set forth in the Issuer's registration statement on Form S-1 (File No. 333-254018) (the "Registration Statement") and have no expiration date. On April 10, 2023, Schultze Special Purpose Acquisition Sponsor II, LLC (the "Sponsor") exercised its right to convert 2,798,500 shares of Class B common stock held directly into 2,798,500 shares of Class A common stock on a one-for-one basis and 937,500 shares of Class B common stock held indirectly into 937,500 shares of Class A common stock on a one-for-one basis.
F2	The shares are held directly by the Sponsor and indirectly by George J. Schultze, who controls both Schultze Asset Management, LP ("SAM"), the manager of the Sponsor, and Schultze Master Fund, Ltd ("Master Fund"), the majority owner of the Sponsor. Mr. Schultze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	The shares are held directly by SAMA Sponsor II Subsidiary, LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Schultze by virtue of his control of both SAM and Master Fund. The shares were previously held directly by the Sponsor until transferred to the Sponsor Subsidiary in connection with the consummation of the Issuer's initial public offering. Each of the Sponsor and Mr. Schultze disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.