| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/17/2021 | 3. Issuer Name and Ticker or Trading Symbol GX Acquisition Corp. II [ GXIIU ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 8,625,000(2)(3) | (1) | I | See Footnote(3) |
| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-253390) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |
| 2. These shares represent Class B common stock held by GX Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 1,125,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement. |
| 3. Mr. Kehler, Co-Chief Executive Officer and Chairman of the issuer, is a managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Kehler may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Kehler disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| /s/ Dean Kehler | 03/17/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
