4//SEC Filing
Smith Stephen C 4
Accession 0001104659-23-022965
CIK 0001869824other
Filed
Feb 15, 7:00 PM ET
Accepted
Feb 16, 8:30 PM ET
Size
11.5 KB
Accession
0001104659-23-022965
Insider Transaction Report
Form 4
Smith Stephen C
DirectorChief Executive Officer
Transactions
- Conversion
Class A common stock, $0.0001 par value
2023-02-16+3,393,750→ 3,393,750 total(indirect: See Footnotes) - Gift
Class B Common Stock
2023-02-14−200,000→ 3,393,750 total(indirect: See Footnotes)Exercise: $0.00→ Class A Common Stock (200,000 underlying) - Conversion
Class B Common Stock
2023-02-16−3,393,750→ 0 total(indirect: See Footnotes)Exercise: $0.00→ Class A Common Stock (3,393,750 underlying)
Footnotes (4)
- [F1]As described in the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on February 15, 2023, the Issuer's amended and restated certificate of incorporation was amended to provide that the shares of Class B common stock may be converted into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder. On February 14, 2023, Seaport Global SPACII, LLC (the "Sponsor") elected to convert its shares of Class B common stock into shares of Class A common stock.
- [F2]The Sponsor is the record holder of the shares of common stock reported herein. Seaport Global Asset Management, LLC ("SGAM") is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held of record by the Sponsor. Stephen C. Smith is the Chief Executive Officer of SGAM. SGAM is wholly-owned by Seaport Global Holdings ("SGH"), which is owned by Mr. Smith, Michael Meagher and Michael Meyer. Each of SGAM, SGH, and Messrs. Smith, Meagher and Meyer disclaim beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- [F3]Mr. Smith has an indirect pecuniary interest in shares of Class B common stock of the issuer through membership interests in Seaport Global SPAC II, LLC, over which Mr. Smith does not have voting or dispositive control.
- [F4]On February 14, 2023, the Sponsor contributed 200,000 shares of Class B Common Stock to the Issuer's IPO Trust Account, for the benefit of the public shares that were not redeemed by the public shareholders in connection with the special meeting of shareholders held on February 13, 2023.
Documents
Issuer
Seaport Global Acquisition II Corp.
CIK 0001869824
Entity typeother
Related Parties
1- filerCIK 0001393195
Filing Metadata
- Form type
- 4
- Filed
- Feb 15, 7:00 PM ET
- Accepted
- Feb 16, 8:30 PM ET
- Size
- 11.5 KB