4//SEC Filing
Schultze George J 4
Accession 0001213900-23-029233
CIK 0001843100other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 9:36 PM ET
Size
12.7 KB
Accession
0001213900-23-029233
Insider Transaction Report
Form 4
Schultze George J
DirectorChairman, President and CEO10% Owner
Transactions
- Conversion
Class B common stock
2023-04-10−937,500→ 0 total(indirect: See footnote)→ Class A common stock (937,500 underlying) - Conversion
Class A common stock
2023-04-10+2,798,500→ 2,798,500 total - Conversion
Class B common stock
2023-04-10−2,798,500→ 0 total→ Class A common stock (2,798,500 underlying) - Conversion
Class A common stock
2023-04-10+937,500→ 937,500 total(indirect: See footnote)
Footnotes (3)
- [F1]The shares of Class B common stock will automatically convert into shares of Class A common stock 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 as set forth in the Issuer's registration statement on Form S-1 (File No. 333-254018) (the "Registration Statement") and have no expiration date. On April 10, 2023, Schultze Special Purpose Acquisition Sponsor II, LLC (the "Sponsor") exercised its right to convert 2,798,500 shares of Class B common stock held directly into 2,798,500 shares of Class A common stock on a one-for-one basis and 937,500 shares of Class B common stock held indirectly into 937,500 shares of Class A common stock on a one-for-one basis.
- [F2]The shares are held directly by the Sponsor and indirectly by George J. Schultze, who controls both Schultze Asset Management, LP ("SAM"), the manager of the Sponsor, and Schultze Master Fund, Ltd ("Master Fund"), the majority owner of the Sponsor. Mr. Schultze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]The shares are held directly by SAMA Sponsor II Subsidiary, LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Schultze by virtue of his control of both SAM and Master Fund. The shares were previously held directly by the Sponsor until transferred to the Sponsor Subsidiary in connection with the consummation of the Issuer's initial public offering. Each of the Sponsor and Mr. Schultze disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
Schultze Special Purpose Acquisition Corp. II
CIK 0001843100
Entity typeother
Related Parties
1- filerCIK 0001308360
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 9:36 PM ET
- Size
- 12.7 KB