UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
HAYMAKER ACQUISITION CORP. II
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
42087L101
(CUSIP Number)
December 22, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 420870L107
| 1. | Name of Reporting Persons
Haymaker Sponsor II LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Delaware limited liability company) | |||||
1
CUSIP No. 42087L101
| 1. | Name of Reporting Persons
Steven J. Heyer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
2
CUSIP No. 42087L101
| 1. | Name of Reporting Persons
Andrew R. Heyer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
3
| Item 1(a). | Name of Issuer |
Haymaker Acquisition Corp. II (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
650 Fifth Avenue, Floor 10, New York, NY 10019
| Item 2(a). | Names of Persons Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | Haymaker Sponsor II LLC |
| (ii) | Steven J. Heyer |
| (iii) | Andrew R. Heyer |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The address of the principal business and principal office of each of the Reporting Persons is 650 Fifth Avenue, Floor 10, New York, NY 10019.
| Item 2(c). | Citizenship |
| (i) | Haymaker Sponsor II LLC is a limited liability company formed in the State of Delaware. |
| (ii) | Steven J. Heyer is a citizen of the United States. |
| (iii) | Andrew R. Heyer is a citizen of the United States. |
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, $0.0001 par value per share.
| Item 2(e). | CUSIP Number |
42087L101
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a) Broker or Dealer registered under Section 15 of the Exchange Act.
(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) Investment company registered under Section 8 of the Investment Company Act.
(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
Not applicable
| Item 4. | Ownership |
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of 0.
(iv) Shared power to dispose or to direct the disposition of 0.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: December 29, 2020
HAYMAKER SPONSOR II LLC a Delaware limited liability company |
By: | /s/ Andrew R. Heyer | |
Name: | Andrew R. Heyer | |
Title: | Managing Member |
By: | /s/ Steven J. Heyer | |
Name: | Steven J. Heyer | |
Title: | Managing Member | |
/s/ Steven J. Heyer | ||
| Steven J. Heyer | ||
/s/ Andrew R. Heyer | ||
| Andrew R. Heyer | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
