Joanna Coles Form 4 Northern Star Investment Corp. II / Joanna Coles ownership change

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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X

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^*

Coles Joanna

(Last) (First) (Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE, 44TH FLOOR

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northern Star Investment Corp. II [ NSTB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
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 Common Stock	05/12/2023		J(1)		9,708,334	D	(1)	0	I	by Northern Star II Sponsor LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants	$11.5	05/12/2023		J(1)			8,750,000	(2)	(2)	Class A Common Stock	8,750,000	$0	0	I	by Northern Star II Sponsor LLC(1)

Explanation of Responses:

1. As previously reported, the reporting person had been a managing member of Northern Star II Sponsor LLC ("NS2 Sponsor") together with Jonathan Ledecky. On May 12, 2023, the reporting person entered into an agreement with Northern Star Sponsor LLC ("NS1 Sponsor") and Mr. Ledecky pursuant to which the parties agreed, among other things, that the reporting person (i) first resigned from all officer and director positions with the Issuer, (ii) then resigned from all officer and managing member positions with NS2 Sponsor and (iii) following such resignations, forfeited all of her membership interests in NS2 Sponsor originally allocated to her and agreed to cause such interests to be transferred to Mr. Ledecky.

2. Each warrant will become exercisable 30 days after the completion of an initial business combination, and will expire five years after the completion of an initial business combination.

	/s/ Joanna Coles	06/14/2023
	** 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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