Hoffman Michael B Form 3 Northern Genesis Acquisition Corp. II / Michael B Hoffman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hoffman Michael B

(Last) (First) (Middle)

C/O NORTHERN GENESIS ACQ CORP. II

4801 MAIN STREET, SUITE 1000

(Street)

KANSAS CITY MO 64112

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2021

3. Issuer Name and Ticker or Trading Symbol
Northern Genesis Acquisition Corp. II [ NGAB.U ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

The reporting person is a member of and holds a non-controlling interest in the Issuer's sponsor, Northern Genesis Sponsor II LLC (the "Sponsor"), which beneficially owns 10,350,000 shares of common stock ("Founder Shares") and will beneficially own 5,966,667 warrants (or up to 6,686,667 warrants if the underwriters in the Issuer's initial public offering exercise their over-allotment option in full), each warrant entitling the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment..

No securities are beneficially owned.

	/s/ Michael Hoffman	01/12/2021
	** 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 5 (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).
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