Fusion Sponsor II LLC - Aug 29, 2023 Form 4 Insider Report for Fusion Acquisition Corp. II (FSNB)

Role
Director, 10%+ Owner
Signature
/s/ Jordan Leon, Attorney-in-Fact for Fusion Sponsor II LLC
Stock symbol
FSNB
Transactions as of
Aug 29, 2023
Transactions value $
$0
Form type
4
Date filed
8/30/2023, 05:00 PM

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 FSNB Class B Common Stock Conversion of derivative security $0 -12.5M -100% $0.00* 0 Aug 29, 2023 Class A Common Stock 12.5M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the second amended and restated certificate of incorporation of Fusion Acquisition Corp. II ("FSNB"), as amended, Fusion Sponsor II LLC (the "Sponsor") elected to convert 12,500,000 shares of Class B common stock of FSNB, par value $0.0001 per share (the "Class B Common Stock") into shares of Class A common stock of FSNB, par value $0.0001 per share (the "Class A Common Stock") on a one-for-one basis for no consideration.
F2 The shares of Class B Common Stock were (i) convertible into shares of Class A Common Stock at the Sponsor's election on a one-for-one basis and (ii) automatically convertible into shares of Class A Common Stock at the time of the closing of FSNB's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.
F3 The Sponsor is the record holder of the securities reported herein. John James is the managing member of the Sponsor. Mr. James has voting and investment discretion with respect to the securities held of record by the Sponsor.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.