Northern Star II Sponsor LLC - Dec 30, 2022 Form 4 Insider Report for Northern Star Investment Corp. II (NSTB)

Role: 10%+ Owner
Signature: /s/ Joanna Coles, as managing member of Northern Star II Sponsor LLC
Stock symbol: NSTB
Transactions as of: Dec 30, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/3/2023, 03:50 PM
Next filing: May 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSTB	Class A Common Stock	Conversion of derivative security	$0	+9.71M		$0.00	9.71M	Dec 30, 2022	by Northern Star II Sponsor LLC	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	NSTB	Class B Common Stock	Conversion of derivative security	$0	-9.71M	-100%	$0.00^*	0	Dec 30, 2022	Class A Common Stock	9.71M	$0.00	by Northern Star II Sponsor LLC	F1, F2

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

Explanation of Responses:

Id	Content
F1	The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date.
F2	These shares are owned directly by Northern Star II Sponsor LLC, a ten percent owner of the issuer, and indirectly by its managing members, Jonathan Ledecky, the Issuer's President and Chief Operating Officer, and Joanna Coles, the Issuer's Chief Executive Officer and Chairperson of the Board of Directors. Each of Mr. Ledecky and Ms. Coles disclaim beneficial ownership of the securities held by Northern Star II Sponsor LLC, except to the extent of his/her pecuniary interest therein.

Content

The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date.

These shares are owned directly by Northern Star II Sponsor LLC, a ten percent owner of the issuer, and indirectly by its managing members, Jonathan Ledecky, the Issuer's President and Chief Operating Officer, and Joanna Coles, the Issuer's Chief Executive Officer and Chairperson of the Board of Directors. Each of Mr. Ledecky and Ms. Coles disclaim beneficial ownership of the securities held by Northern Star II Sponsor LLC, except to the extent of his/her pecuniary interest therein.