Palihapitiya Chamath Form 3 Social Capital Suvretta Holdings Corp. II / Chamath Palihapitiya 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^*

SCS Sponsor II LLC

(Last) (First) (Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP II

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
Social Capital Suvretta Holdings Corp. II [ DNAB ]

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	6,295,000	(1)	D(2)

1. Name and Address of Reporting Person^*

SCS Sponsor II LLC

(Last) (First) (Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP II

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palihapitiya Chamath

(Last) (First) (Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP II

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehta Kishan

(Last) (First) (Middle)

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cowen Aaron

(Last) (First) (Middle)

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ChaChaCha DNA II, LLC

(Last) (First) (Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP II

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-256724) 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 adjustment, and have no expiration date. Includes 825,000 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 Class A ordinary shares.

2. The reporting owner, SCS Sponsor II LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by ChaChaCha DNA II, LLC ("ChaChaCha"), which is controlled by Mr. Palihapitiya. Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Palihapitiya, Mehta and Cowen and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Mehta, ChaChaCha and Mr. Cowen disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:

Exhibit 24.1 - Powers of Attorney. On the basis of the relationship between the Sponsor, ChaChaCha and Messrs. Palihapitiya and Mehta, the Sponsor and ChaChaCha will be deemed directors by deputization.

	SCS SPONSOR II, LLC, By: /s/ James Ryans, as Chief Financial Officer CHACHACHA DNA II, LLC, AARON COWEN, CHAMATH PALIHAPITIYA, and KISHAN MEHTA, By: /s/ James Ryans, as attorney-in-fact	06/29/2021
	** Signature of Reporting Person	Date
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