Humberto Zesati - 06 Dec 2021 Form 4 Insider Report for LIV Capital Acquisition Corp. II

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
18 Aug 2022, 20:02:04 UTC
Prior SEC filing
28 Jun 2021
Next SEC filing
08 Feb 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mariana Romero, as attorney-in-fact for Humberto Zesati

Key filing fact

Humberto Zesati filed Form 4 for LIV Capital Acquisition Corp. II on 18 Aug 2022.

Key facts

  • This page summarizes Humberto Zesati's Form 4 filing for LIV Capital Acquisition Corp. II.
  • 18 reported transactions and 18 derivative rows are listed below.
  • Accepted by SEC: 18 Aug 2022, 20:02.

Change

  • Previous filing in this sequence was filed on 28 Jun 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LIVB transaction Derivative

Class S Unit

Purchase

Transaction value
Shares
+200,000
Change %
Price
Shares after
200,000
Date
06 Dec 2021
Ownership
Direct
Underlying class
Class B Ordinary Shares
Underlying amount
200,000
Exercise price
Footnotes
F1
LIVB transaction Derivative

Class W Unit

Purchase

Transaction value
Shares
+200,000
Change %
Price
Shares after
200,000
Date
06 Dec 2021
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
200,000
Exercise price
Footnotes
F1
LIVB transaction Derivative

Class S Unit

Other

Transaction value
Shares
+549,915
Change %
Price
Shares after
549,915
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class B Ordinary Shares
Underlying amount
549,915
Exercise price
Footnotes
F2
LIVB transaction Derivative

Class W Unit

Other

Transaction value
Shares
+1,404,336
Change %
Price
Shares after
1,404,336
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
1,404,336
Exercise price
Footnotes
F2
LIVB transaction Derivative

Class S Unit

Conversion of derivative security

Transaction value
Shares
-200,000
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class B Ordinary Shares
Underlying amount
200,000
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class W Unit

Conversion of derivative security

Transaction value
Shares
-200,000
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
200,000
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class S Unit

Conversion of derivative security

Transaction value
Shares
-549,915
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class B Ordinary Shares
Underlying amount
549,915
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class W Unit

Conversion of derivative security

Transaction value
Shares
-1,404,336
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
1,404,336
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class B Ordinary Shares

Conversion of derivative security

Transaction value
Shares
+200,000
Change %
Price
Shares after
200,000
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
200,000
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class B Ordinary Shares

Other

Transaction value
Shares
-200,000
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
200,000
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class B Ordinary Shares

Conversion of derivative security

Transaction value
Shares
+549,915
Change %
Price
Shares after
549,915
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
549,915
Exercise price
Footnotes
F3
LIVB transaction Derivative

Class B Ordinary Shares

Other

Transaction value
Shares
-549,915
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
549,915
Exercise price
Footnotes
F3
LIVB transaction Derivative

Warrants (right to buy)

Conversion of derivative security

Transaction value
Shares
+200,000
Change %
Price
Shares after
200,000
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
200,000
Exercise price
Footnotes
F3
LIVB transaction Derivative

Warrants (right to buy)

Other

Transaction value
Shares
-200,000
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
200,000
Exercise price
Footnotes
F3
LIVB transaction Derivative

Warrants (right to buy)

Conversion of derivative security

Transaction value
Shares
+1,404,336
Change %
Price
Shares after
1,404,336
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
1,404,336
Exercise price
Footnotes
F3
LIVB transaction Derivative

Warrants (right to buy)

Other

Transaction value
Shares
-1,404,336
Change %
-100%
Price
Shares after
0
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
1,404,336
Exercise price
Footnotes
F3
LIVB transaction Derivative

Promissory Note (right to acquire)

Other

Transaction value
Shares
+749,915
Change %
Price
Shares after
749,915
Date
16 Aug 2022
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
749,915
Exercise price
Footnotes
F3, F4
LIVB transaction Derivative

Promissory Note (right to acquire)

Other

Transaction value
Shares
+1,604,336
Change %
Price
Shares after
1,604,336
Date
16 Aug 2022
Ownership
Direct
Underlying class
Warrants (right to buy)
Underlying amount
1,604,336
Exercise price
Footnotes
F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

The price paid for each Unit (described herein) was $5.00 per unit. Each Unit comprised one Class B Ordinary Share (in the form of a Class S Unit) and one private warrant representing the right to purchase ordinary shares ("Warrants") (in the form of a Class W Unit). The Class S Units and Class W Units did not include an expiration date.

Footnote F2

On August 17, 2022, LIV Capital Acquisition Corp. II (the "Issuer"), Covalto Ltd. ("Covalto") and Covalto Merger Sub Ltd. entered into a Business Combination Agreement (the "Agreement"). In connection with, and prior to, the execution of the Agreement, LIV Capital Acquisition Sponsor II, L.P. (the "Sponsor") granted to the Reporting Person Class S Units representing a right to receive Class B Ordinary Shares and Class W Units representing a right to receive Warrants.

Footnote F3

In connection with the execution of the Agreement, the Issuer, Sponsor and certain limited partners entered into a redemption agreement on August 16, 2022 (the "Redemption Agreement"). Pursuant to the Redemption Agreement, prior to the execution of the Agreement, the Sponsor withdrew the Reporting Person's (i) Class S Units in exchange for Class B Ordinary Shares and (ii) Class W Units in exchange for Warrants (the "Withdrawal"). Following the Withdrawal, the Issuer repurchased each Class B Ordinary Share and Warrant in exchange for a promissory note in the amount of $1,016,616.49 (the "Promissory Note").

Footnote F4

In connection with the execution of the Agreement, Issuer, Sponsor, Covalto and certain limited partners entered into a contribution agreement on August 17, 2022 (the "Contribution Agreement"). Pursuant to the Contribution Agreement, following the closing of the transactions set forth in the Agreement (the "Closing"), the Reporting Person will contribute the Promissory Note to Covalto as full and adequate consideration for Class A Ordinary Shares and Warrants. Following the Closing, Covalto will contribute the Promissory Note to the Issuer in exchange for Class A Ordinary Shares and Warrants and the Promissory Note will be cancelled.

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