Schultze Special Purpose Acquisition Sponsor II, LLC - Apr 10, 2023 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
Apr 10, 2023
Transactions value $
$0
Form type
4
Date filed
4/12/2023, 09:27 PM
Previous filing
Oct 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SAMA Class A common stock Conversion of derivative security +2.8M 2.8M Apr 10, 2023 Direct F1, F2
transaction SAMA Class A common stock Conversion of derivative security +938K 938K Apr 10, 2023 See footnote F1, F3

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 Conversion of derivative security -2.8M -100% 0 Apr 10, 2023 Class A common stock 2.8M Direct F1, F2
transaction SAMA Class B common stock Conversion of derivative security -938K -100% 0 Apr 10, 2023 Class A common stock 938K See footnote F1, F3
* 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) and have no expiration date. On April 10, 2023, the reporting person (the "Sponsor") exercised its right to convert 2,798,500 shares of Class B common stock held directly into 2,798,500 shares of Class A common stock on a one-for-one basis and 937,500 shares of Class B common stock held indirectly into 937,500 shares of Class A common stock on a one-for-one basis.
F2 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.
F3 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.