Carnelian Energy Capital Form 4 Peridot Acquisition Corp. II / Alan B Levande 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^*

Peridot Acquisition Sponsor II, LLC

(Last) (First) (Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Peridot Acquisition Corp. II [ PDOT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2023

4. 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 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

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
Class B Ordinary Shares	(1)	03/13/2023		D(2)(3)			10,121,368(2)(3)	(1)	(1)	Class A Ordinary Shares	10,121,368	$0.00(2)(3)	0	D(2)(3)
Class B Ordinary Shares	(1)	03/13/2023		D(4)			90,000(4)	(1)	(1)	Class A Ordinary Shares	90,000	$0.00(4)	0	D(4)

1. Name and Address of Reporting Person^*

Peridot Acquisition Sponsor II, LLC

(Last) (First) (Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEC AVENTURINE HOLDINGS, LLC

(Last) (First) (Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CARNELIAN ENERGY CAPITAL III, L.P.

(Last) (First) (Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CARNELIAN ENERGY CAPITAL GP III, L.P.

(Last) (First) (Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CARNELIAN ENERGY CAPITAL HOLDINGS, LLC

(Last) (First) (Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ackerman Tomas

(Last) (First) (Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goodman Daniel

(Last) (First) (Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Levande Alan B

(Last) (First) (Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

YEARWOOD JUNE

(Last) (First) (Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Prochazka Scott M

(Last) (First) (Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

Explanation of Responses:

1. The Class B ordinary shares ("Class B Shares") would have automatically converted into the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the subject holder, on a one-for-one basis, with no expiration date.

2. In connection with the liquidation and dissolution of the Issuer, Peridot Acquisition Sponsor II, LLC ("Sponsor") surrendered to the Issuer, for no consideration, 10,121,368 Class B Shares directly held by Sponsor. CEC Aventurine Holdings, LLC ("Peridot Holdings") shares voting and/or dispositive control over the securities held by the Sponsor. Peridot Holdings is controlled by Carnelian Energy Capital III, L.P. ("Carnelian Fund III"), its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. ("Carnelian L.P.") and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC ("Carnelian Holdings"). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be

3. (Continued from footnote 2) beneficially held by Peridot Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such reporting person under this Form 4 disclaims beneficial ownership of the Class B Shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B Shares covered by this Form 4.

4. In connection with the liquidation and dissolution of the Issuer, each of Alan Levande, June Yearwood and Scott Prochazka surrendered to the Issuer, for no consideration, 30,000 Class B Shares directly held by such reporting persons.

Remarks:

This "Exit" Form 4 is filed to report that, following the Issuer's dissolution on March 13, 2023, each of the Reporting Persons is no longer subject to Section 16 reporting.

	/s/ See signatures included in Exhibit 99.1	03/13/2023
	** Signature of Reporting Person	Date
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