3//SEC Filing
Software Acquisition Holdings II LLC 3
Accession 0001213900-20-026534
CIK 0001816048other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 8:02 PM ET
Size
6.2 KB
Accession
0001213900-20-026534
Insider Transaction Report
Form 3
Software Acquisition Holdings II LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (4,312,500 underlying)
Footnotes (3)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333-248214) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- [F2]These shares represent Class B common stock held by Software Acquisition Holdings II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 562,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.
- [F3]Jonathan S. Huberman, the Chairman, Chief Executive Officer and Chief Financial Officer of the issuer, Mike Nikzad, the issuer's Vice President of Acquisitions and member of the issuer's board of directors, and Andrew K. Nikou, a member of the issuer's board of directors, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman, Nikzad and Nikou may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Messrs. Huberman, Nikzad and Nikou disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Documents
Issuer
Software Acquisition Group Inc. II
CIK 0001816048
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001816059
Filing Metadata
- Form type
- 3
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 8:02 PM ET
- Size
- 6.2 KB