Alexander R Slusky Form 4 Vector Acquisition Corp II / Alexander R Slusky 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^*

Vector Acquisition Partners II, L.P.

(Last) (First) (Middle)

C/O VECTOR ACQUISITION CORPORATION II

ONE MARKET ST, STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vector Acquisition Corp II [ VAQC ]

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)
03/08/2023

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 Ordinary Shares	03/08/2023		C		11,175,000(1)	A	(1)	12,275,000(1)	D(2)

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 Ordinary Shares	(1)	03/08/2023		C			11,175,000	(1)	(1)	Class A Ordinary Shares	11,175,000	(1)	0	D(2)

1. Name and Address of Reporting Person^*

Vector Acquisition Partners II, L.P.

(Last) (First) (Middle)

C/O VECTOR ACQUISITION CORPORATION II

ONE MARKET ST, STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vector Capital Partners V, Ltd

(Last) (First) (Middle)

C/O VECTOR ACQUISITION CORPORATION II

ONE MARKET ST, STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Slusky Alexander R

(Last) (First) (Middle)

C/O VECTOR ACQUISITION CORPORATION II

ONE MARKET ST, STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Explanation of Responses:

1. As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On March 8, 2023, the reporting person elected to convert all of their Class B ordinary shares into Class A ordinary shares.

2. This Form 4 is being filed by Vector Acquisition Partners II, L.P. (the "Sponsor"), which is controlled by Vector Capital Partners V, Ltd. (the "General Partner"), its general partner. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by the General Partner. Alex Slusky, a director of the issuer, controls the Sponsor and the General Partner, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities of the reporting person. The General Partner and Mr. Slusky disclaim beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

	VECTOR ACQUISITION PARTNERS II, L.P. By: Vector Capital Partners V, Ltd., its general partner By: /s/ Alex Slusky Name: Alex Slusky Title: Officer	03/13/2023
	VECTOR CAPITAL PARTNERS V, LTD. By: /s/ Alex Slusky Name: Alex Slusky Title Officer	03/13/2023
	By: /s/ Alex Slusky	03/13/2023
	** Signature of Reporting Person	Date
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