Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* HEC Sponsor II LLC	2. Issuer Name and Ticker or Trading Symbol Hudson Executive Investment Corp. II [ HCII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O HUDSON EXECUTIVE INVESTMENT CORP. II, 570 LEXINGTON AVENUE, 35TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/11/2021
(Street) NEW YORK, NY 10022 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	3/11/2021		J ⁽²⁾			218750	⁽¹⁾	⁽¹⁾	Class A Common Stock	218750	$0.00	6250000	D ⁽³⁾
Class B Common Stock	⁽¹⁾	4/13/2021		S			40000	⁽¹⁾	⁽¹⁾	Class A Common Stock	40000	$0.0029	6210000	D ⁽³⁾

Explanation of Responses:
(1)	The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251848) (the "Registration Statement") and have no expiration date.
(2)	On March 11, 2021, HEC Sponsor II LLC forfeited at no cost 218,750 shares of Class B common stock, following the expiration of the over-allotment option granted to the underwriters of the Issuer's initial public offering (as more fully described in the Registration Statement), and the determination by such underwriters not to exercise in full such over-allotment option granted to them.
(3)	HEC Sponsor II LLC is the record holder of the securities reported herein. Douglas G. Bergeron and Douglas L. Braunstein are among the managers of HEC Sponsor II LLC and share voting and investment discretion with respect to the securities held of record by HEC Sponsor II LLC. Mr. Braunstein and Mr. Bergeron disclaim any beneficial ownership of the securities held by HEC Sponsor II LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEC Sponsor II LLC C/O HUDSON EXECUTIVE INVESTMENT CORP. II 570 LEXINGTON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
Bergeron Douglas C/O HUDSON EXECUTIVE INVESTMENT CORP. II 570 LEXINGTON AVENUE, 35TH FLOOR NEW YORK, NY 10022	X		Chief Executive Officer
Braunstein Douglas L C/O HUDSON EXECUTIVE INVESTMENT CORP. II 570 LEXINGTON AVENUE, 35TH FLOOR NEW YORK, NY 10022	X		President, Chairman

Signatures
/s/ Douglas L. Braunstein, as Manager of HEC Sponsor II LLC		4/14/2021
^**Signature of Reporting Person		Date
/s/ Douglas G. Bergeron		4/14/2021
^**Signature of Reporting Person		Date
/s/ Douglas L. Braunstein		4/14/2021
^**Signature of Reporting Person		Date