Trust of 2016 Swarthmore Form 3 Fintech Acquisition Corp. II / Trust of 2016 Swarthmore 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^*

Swarthmore Trust of 2016

(Last) (First) (Middle)

C/O FINTECH ACQUISITION CORP. II

2929 ARCH STREET, SUITE 1703

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2017

3. Issuer Name and Ticker or Trading Symbol
Fintech Acquisition Corp. II [ FNTE ]

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

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)

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	372,450	D
Common Stock	90,000(1)	I	By FinTech Investor Holdings II, LLC
Common Stock	159,391	I	By Cohen Sponsor Interests II, LLC

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
Warrants	(3)	(4)	Common Stock	7,500(2)	11.5	I	By FinTech Investor Holdings II, LLC

Explanation of Responses:

1. Includes 15,000 shares of common stock underlying 15,000 units of the Issuer that FinTech Investor Holdings II, LLC irrevocably committed to purchase.

2. 7,500 warrants underlying 15,000 units of the Issuer that FinTech Investor Holdings II, LLC irrevocably committed to purchase.

3. The warrants will become exercisable at the later of 30 days after the consummation of the Issuer's initial business combination or 12 months from the completion of the Issuer's initial public offering.

4. The warrants will expire five years after the consummation of the Issuer's initial business combination or earlier upon redemption of all of the Issuer's outstanding common stock or the Issuer's liquidation.

	/s/ Richard V. Maiocco, Trustee	01/19/2017
	** 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).
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