Vogel Stephen A Form 3 Tuscan Holdings Corp. II / Stephen A Vogel 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^*

Vogel Stephen A

(Last) (First) (Middle)

C/O TUSCAN HOLDINGS CORP. II

135 E 57TH STREET, 17TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/11/2019

3. Issuer Name and Ticker or Trading Symbol
Tuscan Holdings Corp. II [ THCA ]

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

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

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)
Common Stock(1)	4,492,138(2)	I	By Tuscan Holdings Acquisition II LLC(6)

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
Redeemable Warrant(1)	(3)	(4)	Common Stock	1,886,199	(5)	I	By Tuscan Holdings Acquisition II LLC(6)

Explanation of Responses:

1. Includes securities underlying 179,638 units and 1,796,380 warrants of the Issuer, which units and warrants, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit consists of one share of common stock and one-half of one warrant, with each whole warrant entitling the holder to purchase one share of common stock. The purchase of these units and warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include securities underlying up to 18,800 additional units and 187,992 additional warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full.

2. Includes up to 562,500 shares of common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

3. Each warrant will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or July 11, 2020.

4. Each warrant will expire five years after the completion of the Issuer's initial business combination.

5. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising transactions.

6. The reporting person is the sole managing member of this entity.

Remarks:

	/s/ Stephen Vogel	07/11/2019
	** 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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