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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Switchback II Corp [ SWBK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/03/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 11/03/2021 | J(2) | 100,000 | D | (3) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (4) | 11/03/2021 | J(5) | 7,826,250 | (4) | (4) | Class A Ordinary Shares | 7,826,250 | (5) | 0 | I | See Footnote(6) | |||
| Warrants(1) | $11.5 | 11/03/2021 | J(7) | 20,000 | (8) | (8) | Class A Ordinary Shares | 20,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes securities underlying 100,000 units of the Issuer purchased for $10.00 per unit. Each unit consists of one of the Issuer's Class A Ordinary Shares and one-fifth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one of the Issuer's Class A Ordinary Shares at an exercise price of $11.50 per share. |
| 2. In connection with the Issuer's business combination with Bird Rides, Inc. (the "Business Combination"), each Class A Ordinary Share of the Issuer was exchanged on a one-for-one basis for shares of Class A common stock of Bird Global, Inc., the combined company ("Bird Global"). |
| 3. The price represents the closing price of the Issuer's units on November 3, 2021. |
| 4. The Class B Ordinary Shares were convertible into Class A Ordinary Shares of the Issuer on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date. |
| 5. In connection with the Business Combination, each Class B Ordinary Share of the Issuer was exchanged on a one-for-one basis for shares of Class B common stock of Bird Global. |
| 6. NGP Switchback II, LLC is the record holder of the shares reported herein. Mr. McNeill is a manager and co-chief executive officer of NGP Switchback II, LLC. As such, Mr. McNeill may be deemed to have or share beneficial ownership of the ordinary shares held directly by NGP Switchback II, LLC. |
| 7. In connection with the Business Combination, each warrant of the Issuer was exchanged on a one-for-one basis for warrants of Bird Global. |
| 8. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering. |
| Remarks: |
| /s/ Scott K. McNeill, by Jim Mutrie, as Attorney-in-Fact | 11/03/2021 | |
| ** 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 4 (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. | ||