4//SEC Filing
CUNEO F PETER 4
Accession 0000899243-23-011992
CIK 0001841338other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 4:14 PM ET
Size
19.3 KB
Accession
0000899243-23-011992
Insider Transaction Report
Form 4
CIIG Management II LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2023-04-28+6,971,875→ 6,971,875 total - Sale
Class B Common Stock
2023-04-28$0.00/sh−215,625$755→ 6,971,875 total→ Class A Common Stock (215,625 underlying) - Conversion
Class B Common Stock
2023-04-28−6,971,875→ 0 total→ Class A Common Stock (6,971,875 underlying) - Other
Class A Common Stock
2023-04-28−6,971,875→ 0 total - Other
Warrants
2023-04-28−10,052,083→ 0 total→ Class A Common Stock (10,052,083 underlying)
CUNEO F PETER
Director10% OwnerOther
Transactions
- Conversion
Class A Common Stock
2023-04-28+6,971,875→ 6,971,875 total - Other
Class A Common Stock
2023-04-28−6,971,875→ 0 total - Conversion
Class B Common Stock
2023-04-28−6,971,875→ 0 total→ Class A Common Stock (6,971,875 underlying) - Sale
Class B Common Stock
2023-04-28$0.00/sh−215,625$755→ 6,971,875 total→ Class A Common Stock (215,625 underlying) - Other
Warrants
2023-04-28−10,052,083→ 0 total→ Class A Common Stock (10,052,083 underlying)
Cuneo Gavin
DirectorCO-CEO and Director10% Owner
Transactions
- Sale
Class B Common Stock
2023-04-28$0.00/sh−215,625$755→ 6,971,875 total→ Class A Common Stock (215,625 underlying) - Conversion
Class B Common Stock
2023-04-28−6,971,875→ 0 total→ Class A Common Stock (6,971,875 underlying) - Other
Warrants
2023-04-28−10,052,083→ 0 total→ Class A Common Stock (10,052,083 underlying) - Conversion
Class A Common Stock
2023-04-28+6,971,875→ 6,971,875 total - Other
Class A Common Stock
2023-04-28−6,971,875→ 0 total
Minnick Michael
DirectorCO- CEO and Director10% Owner
Transactions
- Conversion
Class A Common Stock
2023-04-28+6,971,875→ 6,971,875 total - Other
Class A Common Stock
2023-04-28−6,971,875→ 0 total - Sale
Class B Common Stock
2023-04-28$0.00/sh−215,625$755→ 6,971,875 total→ Class A Common Stock (215,625 underlying) - Conversion
Class B Common Stock
2023-04-28−6,971,875→ 0 total→ Class A Common Stock (6,971,875 underlying) - Other
Warrants
2023-04-28−10,052,083→ 0 total→ Class A Common Stock (10,052,083 underlying)
Footnotes (5)
- [F1]Represents shares of Class B Common Stock that converted into shares of Class A Common Stock of Zapp Electric Vehicles, Inc. (f/k/a CIIG Capital Partners II, Inc.) (the "Issuer") in connection with the business combination between the Issuer, Zapp Electric Vehicles Limited, Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Zapp"), and the other parties thereto (the "Business Combination") and were disposed of pursuant to that agreement in exchange for ordinary shares of Zapp.
- [F2]The holder of record of these shares is CIIG Management II LLC. F. Peter Cuneo, Gavin Cuneo and Michael Minnick are the managing members of CIIG Management II LLC. As such, they may be deemed to have or share voting and dispositive power of the shares.
- [F3]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. 333-254078) (the "Registration Statement").
- [F4]The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of Zapp in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of Zapp at a price of $11.50 per share (subject to adjustment).
- [F5]Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of Zapp in connection with the Business Combination.
Documents
Issuer
CIIG Capital Partners II, Inc.
CIK 0001841338
Entity typeother
Related Parties
1- filerCIK 0001221901
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 4:14 PM ET
- Size
- 19.3 KB