United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

1934

Date of Report (Date of Earliest Event Reported):

~~March~~February 197, ~~2024~~2025

GRAHAM ALTERNATIVE INVESTMENT FUND II LLC

(Exact Name of Registrant as Specified in its Charter)

Commission File Number ~~0-53965~~

0-53967

DELAWARE		20-4897149
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o GRAHAM CAPITAL MANAGEMENT, L.P.

40 Highland Avenue

Rowayton, CT 06853

(Address of principal executive offices) (zip code)

Brian Douglas

Graham Capital Management, L.P.

40 Highland Avenue

Rowayton, CT 06853

(203) 899-3400

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0302. ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Years~~Certain Officers.

OnEffective ~~March~~February 197, ~~2024~~2025, ~~the~~Pablo ~~National Futures Association approved the disclosure document of the Registrant~~Calderini, ~~which~~previously ~~reflected among other things that~~ the ~~Registrant~~President ~~amended~~ and ~~restated~~Chief ~~the~~Investment ~~Registrant’s~~Officer ~~limited liability company agreement primarily to reflect the creation~~ of ~~two~~Graham ~~new~~Capital ~~classes~~Management, ~~of units designated as Class 3-A and Class 3-B~~L. ~~These two classes~~P., ~~together with~~ the ~~two~~manager ~~existing classes, Class 0 and Class 2, comprise~~ (the ~~Core~~“Manager”) ~~Macro Portfolio within the Registrant. The principal difference~~of ~~between~~Graham ~~each~~Alternative ~~designated~~Investment ~~class~~Fund ~~are~~II ~~the~~LLC ~~related fees. The holders of units in~~ (the ~~Core~~“Company”), ~~Macro~~was ~~Portfolio~~promoted ~~all~~to ~~share~~Vice ~~pro~~Chairman ~~rata~~and inCo-Chief ~~the~~Investment ~~profits~~Officer ~~and losses~~ of the ~~portfolio and have identical rights and privileges as members~~Manager. AEffective ~~copy~~that ofsame ~~the~~date, ~~Amended~~Jens ~~and~~Foehrenbach ~~Restated~~was ~~Limited~~appointed ~~Liability Company Agreement reflecting this amendment is attached~~ as ~~Exhibit~~President ~~3.1~~and ~~hereto~~Co-Chief ~~and~~Investment ~~incorporated~~Officer byof ~~reference~~the Manager.

~~Item~~ Mr. 9Calderini (age 60) jointly oversees and supervises the Manager’s discretionary and systematic portfolio manager teams, trading, and research, alongside Mr.01 Foehrenbach. He ~~Financial~~joined ~~Statements~~the Manager in August 2010 and ~~Exhibits~~became an Associated Person and Principal of the Manager effective August 12, 2010. Mr. Calderini received a B.A. in Economics from Universidad Nacional de Rosario in 1987 and a Masters in Economics from Universidad del Cema in 1988, each in Argentina.

Exhibit No.		Exhibit Description
(d) Exhibits
3.1		Amended and Restated Limited Liability Company Agreement, dated March 19, 2024

Mr. Foehrenbach (age 49) jointly oversees and supervises Graham’s discretionary and systematic portfolio manager teams, trading, and research, alongside Mr. Calderini. He joined the Manager in February 2025. Prior to joining the Manager, Mr. Foehrenbach worked at the Man Group since 2008, most recently as Head of Public Markets. Mr. Foehrenbach received a Masters in Business Economics from University of Basel, Switzerland in 2001.

Mr. Calderini will operate under the same employment agreement with the Manager as was in place prior to his appointment as Vice Chairman. Mr. Foehrenbach entered into an employment agreement with the Manager in connection with his appointment President and Co-Chief Investment Officer. Under the agreement, Mr. Foehrenbach receives a base salary and is eligible each year for a bonus and is also eligible for employee benefits that are made generally available to employees of the Manager. Under his agreement, Mr. Foehrenbach is subject to various obligations during his employment with the Manager and post-termination, including restrictions on the use of the Manager’s confidential information, non-solicitation covenants and non-competition provisions. Neither Mr. Calderini nor Mr. Foehrenbach has an employment agreement or other agreement with the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 20, 2024	GRAHAM ALTERNATIVE INVESTMENT FUND II LLC
Dated: February 10, 2025	GRAHAM ALTERNATIVE INVESTMENT FUND II LLC
	By:	GRAHAM CAPITAL MANAGEMENT, L.P.
		its Manager
		By:	/s/ Brian Douglas
			Brian Douglas, Chief Executive Officer

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