Statement of Changes in Beneficial Ownership (4)
March 13 2023 - 5:13PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
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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 FL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2023 |
(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
_
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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Class A Ordinary Shares | 3/8/2023 | | C | | 11175000 (1) | A | (1) | 12275000 (1) | D (2) | |
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 | (1) | 3/8/2023 | | C | | | 11175000 | (1) | (1) | Class A Ordinary Shares | 11175000 | (1) | 0 | D (2) | |
Explanation of Responses: |
(1) | As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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. On March 8, 2023, the reporting person elected to convert all of their Class B ordinary shares into Class A ordinary shares. |
(2) | This Form 4 is being filed by Vector Acquisition Partners II, L.P. (the "Sponsor"), which 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. Alex Slusky, a director of the issuer, controls the Sponsor and the General Partner, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities of the reporting person. The General Partner and Mr. Slusky disclaim beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
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 FL 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 FL SAN FRANCISCO, CA 94105 |
| X |
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Slusky Alexander R C/O VECTOR ACQUISITION CORPORATION II ONE MARKET ST, STEUART TOWER, 23RD FL SAN FRANCISCO, CA 94104 | X | X | Chairman & CEO |
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Signatures
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VECTOR ACQUISITION PARTNERS II, L.P. By: Vector Capital Partners V, Ltd., its general partner By: /s/ Alex Slusky Name: Alex Slusky Title: Officer | | 3/13/2023 |
**Signature of Reporting Person | Date |
VECTOR CAPITAL PARTNERS V, LTD. By: /s/ Alex Slusky Name: Alex Slusky Title Officer | | 3/13/2023 |
**Signature of Reporting Person | Date |
By: /s/ Alex Slusky | | 3/13/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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