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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (3) | 10/20/2021 | J(6) | 1,400,000 | (3) | (3) | Class A Common Stock | 1,400,000 | (6) | 16,025,000 | I | See Footnotes. (2) (3) | |||
| Class B Common Stock | (3) | 10/20/2021 | M(3) | 16,025,000 | (3) | (3) | Class A Common Stock | 16,025,000 | (3) | 0 | I | See Footnotes. (2) (3) | |||
| Class B Common Stock | (3) | 10/20/2021 | M(3) | 2,725,000 | (3) | (3) | Class A Common Stock | 2,725,000 | (3) | 0 | I | See Footnotes. (3) (4) | |||
| Warrants to Purchase Class A Common Stock | $ 11.50 (7) | 10/20/2021 | A(7) | 8,500,000 | (7) | (7) | Class A Common Stock | 8,500,000 | (7) | 8,500,000 | I | See Footnotes. (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GSAM Holdings LLC 200 WEST STREET NEW YORK, NY 10282 |
X | X | ||
| GS Sponsor II LLC 251 LITTLE FALLS DRIVE WILMINGTON, DE 19808 |
X | |||
| GS SPONSOR II LLC By: Thomas R. Knott, authorized signatory /s/ Thomas R. Knott | 10/22/2021 | |
| **Signature of Reporting Person | Date | |
| GSAM HOLDINGS LLC By: Thomas R. Knott, authorized signatory /s/ Thomas R. Knott | 10/22/2021 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to their terms, shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") automatically convert into shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of the Issuer 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 certain adjustment, and have no expiration date. The Issuer's initial business combination took place on October 20, 2021. |
| (2) | These securities are directly held by GS Sponsor II LLC (the "Sponsor"). |
| (3) | GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. |
| (4) | These securities are directly held by the Employee Participation Vehicles. |
| (5) | These securities are directly held by the PIPE Participation Vehicles. |
| (6) | GSAM Holdings caused the Sponsor to contribute these shares of Class B Common Stock to GS Acquisition Holdings II Employee Participation 2 LLC for no value. Certain employees of affiliates of Goldman Sachs & Co. LLC hold and may in the future be awarded certain contingent interests in the securities held by the Employee Participation Vehicles. |
| (7) | In connection with the completion of the Issuer's initial public offering, the Sponsor purchased an aggregate of 8,500,000 private placement warrants, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of the Issuer's Class A Common Stock for $11.50 per share. Certain material conditions to the exercisability of these warrants were satisfied upon the occurrence of the Issuer's initial business combination and these warrants may be exercised (including by cash settlement) 30 days following such date. |
| Remarks: Jyothsna Natauri, a Partner at The Goldman Sachs Group, Inc., the direct parent of GSAM Holdings LLC and the indirect parent of the Sponsor, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of GSAM Holdings LLC and the Sponsor (together with any other direct or indirect subsidiary of The Goldman Sachs Group, Inc. as applicable) may be deemed a director by deputization with respect to the Issuer on the basis of Ms. Natauri's service on the Issuer's board of directors. | |