Ledecky Jonathan J Form 4 Northern Star Investment Corp. II / JONATHAN J LEDECKY ownership change

SEC Form 4

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^*

Northern Star II Sponsor LLC

(Last) (First) (Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE, 44TH FLOOR

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northern Star Investment Corp. II [ NSTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/08/2024		C		58,333	A	$0	9,766,667	I(1)	by Northern Star II Sponsor LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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(2)	04/08/2024		C			58,333	(2)	(2)	Class A Common Stock	58,333	$0	0	I(1)	by Northern Star II Sponsor LLC(1)

1. Name and Address of Reporting Person^*

Northern Star II Sponsor LLC

(Last) (First) (Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE, 44TH FLOOR

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEDECKY JONATHAN J

(Last) (First) (Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE, 44TH FLOOR

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

Explanation of Responses:

1. These shares are owned directly by Northern Star II Sponsor LLC, a ten percent owner of the issuer, and indirectly by its managing member, Jonathan Ledecky, the Issuer's President and Chief Operating Officer and a director on its Board of Directors. Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star II Sponsor LLC, except to the extent of his pecuniary interest therein.

2. The Class B Common Stock converts 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.

	Northern Star II Sponsor LLC, by Jonathan J. Ledecky, Managing Member	04/08/2024
	/s/ Jonathan J. Ledecky	04/08/2024
	** 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).
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