Mattson George N Form 3 NextGen Acquisition Corp. II / GREGORY L SUMME 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^*

NextGen Sponsor II LLC

(Last) (First) (Middle)

2255 GLADES ROAD

SUITE 324A

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2021

3. Issuer Name and Ticker or Trading Symbol
NextGen Acquisition Corp. II [ NGCA ]

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

X	Director	X	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)

	Form filed by One Reporting Person
X	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 B ordinary shares	(1)	(1)	Class A ordinary shares	10,062,500	(1)	D(2)

1. Name and Address of Reporting Person^*

NextGen Sponsor II LLC

(Last) (First) (Middle)

2255 GLADES ROAD

SUITE 324A

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUMME GREGORY L

(Last) (First) (Middle)

C/O NEXTGEN ACQUISITION CORP. II

2255 GLADES ROAD, SUITE 324A

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mattson George N

(Last) (First) (Middle)

C/O NEXTGEN ACQUISITION CORP. II

2255 GLADES ROAD, SUITE 324A

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-253848) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer 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 certain adjustments, and have no expiration date. Includes 1,312,500 Class B ordinary shares that are subject to forfeiture if the underwriters of the issuer's initial public offering do not exercise in full their option to purchase additional units.

2. NextGen Sponsor II LLC (the "Sponsor") is the record holder of the Class B ordinary shares reported herein. Mr. Mattson and Mr. Summe may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Each of Mr. Mattson and Mr. Summe disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of such person's respective pecuniary interest therein.

Remarks:

Exhibit 24.1 - Powers of Attorney. On the basis of the relationship between the Sponsor, Mr. Mattson and Mr. Summe, the Sponsor may be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Mattson and Mr. Summe.

	NextGen Sponsor II LLC, By: /s/ Patrick T. Ford as attorney-in-fact	03/22/2021
	Gregory L. Summe, By: /s/ Patrick T. Ford as attorney-in-fact	03/22/2021
	George N. Mattson, By: /s/ Patrick T. Ford as attorney-in-fact	03/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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