SEC Form 4: Vedrenne-Cloquet Benjamin converted options into 2,088,975 shares
$EDTXU
Business Services
Finance
| 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
EdtechX Holdings Acquisition Corp. II [ EDTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2022 | ||||||||||||||||||||||||||
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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 | 11/15/2022 | C | 1,075,475 | A | $0 | 1,075,475 | I | by IBIS Capital Sponsor II LLC(1) | ||
| Class A Common Stock | 11/15/2022 | C | 1,013,500 | A | $0 | 1,013,500 | I | by IBIS Capital Sponsor II EdtechX LLC(2) | ||
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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 | $0(3) | 03/03/2022 | G | 786,025 | (3) | (3) | Class A Common Stock | 786,025 | $0(4) | 1,075,475 | I | by IBIS Capital Sponsor II LLC(1) | |||
| Class B Common Stock | $0(3) | 11/15/2022 | C | 1,075,475 | (3) | (3) | Class A Common Stock | 1,075,475 | $0(3) | 0 | I | by IBIS Capital Sponsor II LLC(1) | |||
| Class B Common Stock | $0(3) | 11/15/2022 | C | 1,013,500 | (3) | (3) | Class A Common Stock | 1,013,500 | $0(3) | 0 | I | by IBIS Capital Sponsor II EdtechX LLC(2) | |||
| Warrants | $11.5 | 03/03/2022 | G | 2,035,518 | (5) | (6) | Class A Common Stock | 2,035,518 | $0(4) | 2,457,732 | I | by IBIS Capital Sponsor II LLC(1) | |||
| Warrants | $11.5 | (5) | (6) | Class A Common Stock | 546,750 | 546,750 | I | by IBIS Capital Sponsor II EdtechX LLC(2) | |||||||
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. These securities are owned directly by IBIS Capital Sponsor II LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Benjamin Vedrenne-Cloquet, the Issuer's Chief Executive Officer and a director, and Charles McIntyre, the Issuer's Chief Investment Officer and a director. Each of Mr. Vedrenne-Cloquet and Mr. McIntyre disclaims beneficial ownership of the securities held by IBIS Capital Sponsor II LLC, except to the extent of his pecuniary interest therein. |
| 2. These securities are owned directly by IBIS Capital Sponsor II EdtechX LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Benjamin Vedrenne-Cloquet, the Issuer's Chief Executive Officer and a director, and Charles McIntyre, the Issuer's Chief Investment Officer and a director. Each of Mr. Vedrenne-Cloquet and Mr. McIntyre disclaims beneficial ownership of the securities held by IBIS Capital Sponsor II EdtechX LLC, except to the extent of his pecuniary interest therein. |
| 3. The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date. |
| 4. These securities were transferred by IBIS Capital Sponsor II LLC for no consideration. |
| 5. Each Warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering |
| 6. Each Warrant will expire five years after the completion of an initial business combination. |
| /s/ Benjamin Vedrenne-Cloquet, as managing member of IBIS Capital Sponsor II LLC | 11/15/2022 | |
| /s/ Benjamin Vedrenne-Cloquet, as managing member of IBIS Capital Sponsor II EdtechX LLC | 11/15/2022 | |
| /s/ Benjamin Vedrenne-Cloquet | 11/15/2022 | |
| /s/ Charles McIntyre | 11/15/2022 | |
| ** 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. | ||