UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FORTRESS VALUE ACQUISITION CORP. II |
(Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE |
(Title of Class of Securities) |
349642207** |
(CUSIP Number) |
AUGUST 12, 2020 |
(Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
** (See Item 2(e))
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 2 | of | 11 |
| 1 | NAMES OF REPORTING PERSONS Grandview LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,150,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,150,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,150,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 3 | of | 11 |
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 2,150,000 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 2,150,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,150,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 4 | of | 11 |
| 1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 2,150,000 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 2,150,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,150,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 5 | of | 11 |
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 2,150,000 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 2,150,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,150,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 6 | of | 11 |
| Item 1. | ||
| (a) | Name of Issuer: | |
| Fortress Value Acquisition Corp. II, a Delaware corporation (the "Issuer"). | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
1345 Avenue of the Americas, 46th Floor | ||
Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: | |
| (c) | Citizenship: | |
| Grandview LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | ||
| (d) | Title of Class of Securities: | |
| Class A common stock, par value $0.0001 per share ("Class A Common Stock"). | ||
| (e) | CUSIP Number: | |
| As of the date of this Schedule 13G, a CUSIP number for Issuer’s Class A Common Stock is not available. The CUSIP number for the Issuer’s units is 349642207. | ||
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 7 | of | 11 |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on August 17, 2020, Grandview LLC, a Delaware limited liability company ("Grandview"), beneficially owned 2,150,000 shares of the Issuer’s Class A Common Stock as a result of holding 2,150,000 of the Issuer’s units. Each unit consists of one share of the Issuer’s Class A Common Stock and one-fifth of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Class A Common Stock. The Issuer’s warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the managing member of Grandview and may be deemed to have shared voting control and investment discretion over securities owned by Grandview.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Grandview.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Grandview.
The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Grandview.
(b) Percent of Class:
As of the close of business on August 17, 2020, Grandview, Millennium Management, Millennium Group Management and Mr. Englander beneficially owned or may be deemed to have beneficially owned, as the case may be, 2,150,000 shares of the Issuer’s Class A Common Stock or 6.2% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 34,500,000 shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2020, as per the Issuer’s Form 8-K dated August 17, 2020.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 8 | of | 11 |
(ii) Shared power to vote or to direct the vote
2,150,000 (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
2,150,000 (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 9 | of | 11 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of August 17, 2020, by and among Grandview LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| CUSIP No. | 349642207 | SCHEDULE 13G | Page | 10 | of | 11 | ||||
SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: August 17, 2020
GRANDVIEW LLC
By: Millennium Management LLC,
its Managing MemberName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
Israel A. Englander
