CIIG Management II LLC - Sep 14, 2021 Form 3 Insider Report for CIIG Capital Partners II, Inc. (CIIGU)

Role: 10%+ Owner
Signature: /s/ Gavin Cuneo, Managing Member
Stock symbol: CIIGU
Transactions as of: Sep 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/14/2021, 08:01 PM
Next filing: May 2, 2023

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
holding	CIIGU	Class B Common Stock							Sep 14, 2021	Class A Common Stock	7.19M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2	Shares represent Class B Common Stock held by CIIG Management II LLC (the "Sponsor") acquired pursuant to a subscription agreement between the Sponsor and the issuer. The Class B Common Stock owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement. F. Peter Cuneo, the issuer's Executive Chairman, Gavin Cuneo, the issuer's Co- Chief Executive Officer and Director, and Michael Minnick, the issuer's Co-Chief Executive Officer and Director, are the managing members of the sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Cuneo, Cuneo and Minnick may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor. Each of Messrs. Cuneo, Cuneo and Minnick disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

Shares represent Class B Common Stock held by CIIG Management II LLC (the "Sponsor") acquired pursuant to a subscription agreement between the Sponsor and the issuer. The Class B Common Stock owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement. F. Peter Cuneo, the issuer's Executive Chairman, Gavin Cuneo, the issuer's Co- Chief Executive Officer and Director, and Michael Minnick, the issuer's Co-Chief Executive Officer and Director, are the managing members of the sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Cuneo, Cuneo and Minnick may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor. Each of Messrs. Cuneo, Cuneo and Minnick disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.