ChaChaCha SPAC B Form 3 Social Capital Hedosophia 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

SCH Sponsor II LLC

(Last) (First) (Middle)

C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS

CORP. II, 317 UNIVERSITY AVE., SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2020

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

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	8,425,000	(1)	D(2)

1. Name and Address of Reporting Person^*

SCH Sponsor II LLC

(Last) (First) (Middle)

C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS

CORP. II, 317 UNIVERSITY AVE., SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ChaChaCha SPAC B, LLC

(Last) (First) (Middle)

C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS

CORP. II, 317 UNIVERSITY AVE., SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palihapitiya Chamath

(Last) (First) (Middle)

C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS

CORP. II, 317 UNIVERSITY AVE., SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Osborne Ian

(Last) (First) (Middle)

C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS

CORP. II, 317 UNIVERSITY AVE., SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-236774) 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 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

2. The reporting owner, SCH Sponsor II LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Ian Osborne. A majority of the voting interests of the Sponsor are held by ChaChaCha SPAC B, LLC ("ChaChaCha"). Messrs. Palihapitiya and Osborne 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. Osborne and ChaChaCha 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 Osborne, the Sponsor and ChaChaCha will be deemed directors by deputization.

	SCH SPONSOR II LLC, By: /s/ Steven Trieu, as Chief Financial Officer	04/27/2020
	CHACHACHA SPAC B, LLC, By: Chamath Palihapitiya, Sole Member, By: /s/ Steven Trieu, as attorney-in-fact	04/27/2020
	CHAMATH PALIHAPITIYA, By: /s/ Steven Trieu, as attorney-in-fact	04/27/2020
	IAN OSBORNE, By: /s/ Steven Trieu, as attorney-in-fact	04/27/2020
	** 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).
** 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.