| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CIIG Capital Partners II, Inc. [ CIIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/28/2023 | C | 6,971,875(1) | A | (1) | 6,971,875(2) | D | |||
| Class A Common Stock | 04/28/2023 | J | 6,971,875(1) | D | (1) | 0(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 04/28/2023 | S | 215,625 | (3) | (3) | Class A Common Stock | 215,625 | $0.0035 | 6,971,875 | D | ||||
| Class B Common Stock | (1) | 04/28/2023 | C(1) | 6,971,875 | (3) | (3) | Class A Common Stock(3) | 6,971,875(2) | (3) | 0 | D | ||||
| Warrants | (4) | 04/28/2023 | J(5) | 10,052,083(4) | (4) | (4) | Class A Common Stock | 10,052,083(2) | (5) | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of Class B Common Stock that converted into shares of Class A Common Stock of Zapp Electric Vehicles, Inc. (f/k/a CIIG Capital Partners II, Inc.) (the "Issuer") in connection with the business combination between the Issuer, Zapp Electric Vehicles Limited, Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Zapp"), and the other parties thereto (the "Business Combination") and were disposed of pursuant to that agreement in exchange for ordinary shares of Zapp. |
| 2. The holder of record of these shares is CIIG Management II LLC. F. Peter Cuneo, Gavin Cuneo and Michael Minnick are the managing members of CIIG Management II LLC. As such, they may be deemed to have or share voting and dispositive power of the shares. |
| 3. The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement"). |
| 4. The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of Zapp in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of Zapp at a price of $11.50 per share (subject to adjustment). |
| 5. Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of Zapp in connection with the Business Combination. |
| Remarks: |
| /s/ Gavin Cuneo, Managing Member | 05/02/2023 | |
| /s/ Gavin Cuneo | 05/02/2023 | |
| /s/ F. Peter Cuneo | 05/02/2023 | |
| /s/ Michael Minnick | 05/02/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||