Jeffrey Gene Rea Form 3 Gores Holdings II / Jeffrey Gene Rea 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^*

Rea Jeffrey Gene

(Last) (First) (Middle)

C/O GORES HOLDINGS II, INC.

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2017

3. Issuer Name and Ticker or Trading Symbol
Gores Holdings II, Inc. [ GSHT ]

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

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

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
Class F Common Stock, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	(1)	(1)	D

Explanation of Responses:

1. The Class F Common Stock is convertible for the Issuer's Class A Common Stock and has no expiration date. The reporting person owns 25,000 shares of Class F Common Stock which are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-215033).

Remarks:

See Exhibit 24.1 - Power of Attorney.

	/s/ Andrew McBride, Attorney-in-Fact	01/12/2017
	** 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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