4//SEC Filing
Gores Holdings II, Inc. 4
Accession 0001104659-17-011980
$VRRMCIK 0001682745operating
Filed
Feb 26, 7:00 PM ET
Accepted
Feb 27, 4:18 PM ET
Size
26.7 KB
Accession
0001104659-17-011980
Insider Transaction Report
Form 4
Gores Sponsor II LLC
Director10% Owner
Transactions
- Sale
Class F Common Stock
2017-01-06$0.00/sh−75,000$150→ 10,706,250 total→ Class A Common Stock (75,000 underlying) - Disposition to Issuer
Class F Common Stock
2017-02-27−781,250→ 9,925,000 total→ Class A Common Stock (781,250 underlying)
Footnotes (6)
- [F1]Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.
- [F2]Prior to the Issuer's initial public offering, Gores Sponsor II LLC (the "Sponsor") sold an aggregate of 75,000 shares to the Issuer's independent directors.
- [F3]The Class F Shares are held directly by the Sponsor. The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with Sponsor and AEG, the "Reporting Persons").
- [F4]Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F5]Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- [F6]The Sponsor forfeited 781,250 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option.
Documents
Issuer
Gores Holdings II, Inc.
CIK 0001682745
Entity typeoperating
Related Parties
1- filerCIK 0001682745
Filing Metadata
- Form type
- 4
- Filed
- Feb 26, 7:00 PM ET
- Accepted
- Feb 27, 4:18 PM ET
- Size
- 26.7 KB