CGC II Sponsor LLC - Sep 29, 2023 Form 4 Insider Report for Cartesian Growth Corp II (RENE)

Role
10%+ Owner
Signature
/s/ Adam Namoury, Attorney-in-Fact
Stock symbol
RENE
Transactions as of
Sep 29, 2023
Transactions value $
$0
Form type
4
Date filed
10/3/2023, 07:08 PM
Previous filing
May 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RENE Class A ordinary shares Conversion of derivative security +5.75M 5.75M Sep 29, 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 RENE Class B ordinary shares Conversion of derivative security -5.75M -100% 2 Sep 29, 2023 Class A ordinary shares 5.75M Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Class A ordinary shares of Cartesian Growth Corporation II (the "Issuer", and such shares the "Class A Shares") acquired upon conversion of Class B ordinary shares of the Issuer (the "Class B Shares") at the election of CGC II Sponsor LLC (the "Sponsor") and CGC II Sponsor DirectorCo LLC ("DirectorCo").
F2 Represents 5,649,999 Class A Shares held by the Sponsor and 99,999 Class A Shares held by DirectorCo for the benefit of the Issuer's independent directors. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class A Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class A Shares. Mr. Yu disclaims beneficial ownership of the Class A Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.
F3 The Class B Shares have no expiration date and will automatically convert into Class A Shares at the time of the initial business combination of the Issuer, 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. 333-261866).
F4 Consists of one Class B Share held by the Sponsor and one Class B share held by DirectorCo. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class B Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class B Shares. Mr. Yu disclaims beneficial ownership of the Class B Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.

Remarks:

Chairman of the Board of Directors and Chief Executive Officer