Elkin Dimitri 4
4 · Twelve Seas Investment Co. II · Filed Feb 8, 2023
Insider Transaction Report
Form 4
Elkin Dimitri
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Class B Common Stock
2023-02-06−8,625,000→ 0 total(indirect: See footnote)→ Class A Common Stock (8,625,000 underlying) - Conversion
Class A Common Stock
2023-02-06+8,625,000→ 9,285,000 total(indirect: See footnote)
Footnotes (3)
- [F1]The shares of Class B common stock of the issuer have no expiration date and are convertible into shares of Class A common stock of the issuer on a one-for-one basis. On February 6, 2023, the reporting person elected to convert all of its shares of Class B common stock into shares of Class A common stock.
- [F2]Includes 660,000 shares underlying units (each unit consisting of one share of Class A common stock and one third of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Twelve Seas Sponsor II LLC (the "Sponsor"), acquired in connection with the issuer's initial public offering.
- [F3]Dimitri Elkin, the Chief Executive Officer and a director of the issuer, and Jonathan Morris, the Chief Financial Officer and director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Elkin and Mr. Morris may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Elkin and Mr. Morris disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.