Statement of Changes in Beneficial Ownership (4)
April 26 2021 - 10:57AM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Vector Acquisition Partners II, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Vector Acquisition Corp II
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VAQC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VECTOR ACQUISITION CORPORATION II, ONE MARKET ST., STEUART TOWER, 23RD FLR. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/23/2021 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Ordinary Shares | (2) | 4/23/2021 | | J (2) | | | 1687500 | (1) | (1) | Class A Ordinary Shares | 1687500 | (1) | 11200000 | D (3) | |
Explanation of Responses: |
(1) | As described in the issuer's registration statement on Form S-1 (File No. 333-253171) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share 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 for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(2) | This Form 4 reflects the automatic surrender to Vector Acquisition Corporation II (the "issuer") of 1,687,500 shares of the issuer's Class B common shares, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units. |
(3) | This Form 4 is being filed by Vector Acquisition Partners II, L.P. (the "Sponsor"). The Sponsor is controlled by Vector Capital Partners V, Ltd. (the "General Partner"), its general partner. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by the General Partner. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Vector Acquisition Partners II, L.P. C/O VECTOR ACQUISITION CORPORATION II ONE MARKET ST., STEUART TOWER, 23RD FLR. SAN FRANCISCO, CA 94105 |
| X |
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Vector Capital Partners V, Ltd C/O VECTOR ACQUISITION CORPORATION II ONE MARKET ST., STEUART TOWER, 23RD FLR. SAN FRANCISCO, CA 94105 |
| X |
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Signatures
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/s/ See signatures included in Exhibit 99.1 | | 4/23/2021 |
**Signature of Reporting Person | Date |
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