Turki Saleh A. Alrajhi Form 4 Software Acquisition Group Inc. II / Turki Saleh A. Alrajhi 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Mithaq Capital SPC

(Last) (First) (Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH T0 13521

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Software Acquisition Group Inc. II [ SAII ]

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)
03/22/2021

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
Class A Common Stock(1)	03/22/2021(1)		P(1)		11,090(1)	A	$10.5(4)	4,790,051(1)	D(1)
Class A Common Stock(2)	03/22/2021(2)		P(2)		11,090(2)	A	$10.5(4)	4,790,051(2)	I(2)	Director of Mithaq Capital SPC with shared voting and investment control over securities.(2)
Class A Common Stock(3)	03/22/2021(3)		P(3)		11,090(3)	A	$10.5(4)	4,790,051(3)	I(3)	Director of Mithaq Capital SPC with shared voting and investment control over securities.(3)

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

1. Name and Address of Reporting Person^*

Mithaq Capital SPC

(Last) (First) (Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH T0 13521

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alrajhi Turki Saleh A.

(Last) (First) (Middle)

MITHAQ CAPITAL

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH T0 13521

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Seemab Muhammad Asif

(Last) (First) (Middle)

MITHAQ CAPITAL

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH T0 13521

(City) (State) (Zip)

Explanation of Responses:

1. Reporting person Mithaq Capital SPC.

2. Reporting person Turki Saleh A. Alrajhi has a pecuniary interest in the Issuers securities owned by Mithaq Capital SPC.

3. Reporting person Muhammad Asif Seemab has a pecuniary interest in the Issuers securities owned by Mithaq Capital SPC.

4. The reported price in column 4 is a weighted average price.

	Turki Saleh A. Alrajhi, as Director of Mithaq Capital SPC	03/23/2021
	Muhammad Asif Seemab, as Director of Mithaq Capital SPC	03/23/2021
	Turki Saleh A. Alrajhi	03/23/2021
	Muhammad Asif Seemab	03/23/2021
	** 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 4 (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.