Schultze Special Purpose Acquisition Sponsor II, LLC - Oct 22, 2021 Form 4 Insider Report for Schultze Special Purpose Acquisition Corp. II (SAMA)

Role
10%+ Owner
Signature
/s/ Alan I. Annex, Attorney-in-Fact
Stock symbol
SAMA
Transactions as of
Oct 22, 2021
Transactions value $
$0
Form type
4
Date filed
10/25/2021, 05:14 PM
Previous filing
Oct 7, 2021
Next filing
Apr 12, 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
transaction SAMA Class B common stock Other -176K -5.9% 2.8M Oct 22, 2021 Class A common stock 176K Direct F1, F2, F3
holding SAMA Class B common stock 938K Oct 22, 2021 Class A common stock 938K See footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, 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. 333-254018) (the "Registration Statement") and have no expiration date.
F2 175,500 shares of Class B common stock were forfeited by Schultze Special Purpose Acquisition Sponsor II, LLC (the "Sponsor") to the Issuer at no cost in connection with the underwriters' forfeiture of the remaining portion of their over-allotment option, as described in the Registration Statement.
F3 The shares are held directly by the Sponsor and indirectly by George J. Schultze, who controls both Schultze Asset Management, LP ("SAM"), the manager of the Sponsor, and Schultze Master Fund, Ltd ("Master Fund"), the majority owner of the Sponsor. Mr. Schultze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4 The shares are held directly by SAMA Sponsor II Subsidiary, LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Schultze by virtue of his control of both SAM and Master Fund. The shares were previously held directly by the Sponsor until transferred to the Sponsor Subsidiary in connection with the consummation of the Issuer's initial public offering. Each of the Sponsor and Mr. Schultze disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.