| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/07/2021 | 3. Issuer Name and Ticker or Trading Symbol Switchback II Corp [ SWBK.U ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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 | 7,826,250(2) | (1) | I | See footnote(3) |
| Explanation of Responses: |
| 1. The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. |
| 2. Includes 1,031,250 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering of units do not exercise their over-allotment option. In addition, upon and subject to the conversion of the Class B Ordinary Shares (as adjusted) into Class A Ordinary Shares at the time of the closing of the Issuer's initial business combination, 25% of such Class A Ordinary Shares shall become subject to potential forfeiture if the triggering event described in the Issuer's registration statement does not occur during the time period between the closing date of the Issuer's initial business combination and the five-year anniversary of such date. |
| 3. NGP Switchback II, LLC is the record holder of the shares reported herein. Mr. Stoutner is a manager of NGP Switchback II, LLC. As such, Mr. Stoutner may be deemed to have or share beneficial ownership of the ordinary shares held directly by NGP Switchback II, LLC. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney |
| /s/ Sam Stoutner, by Jim Mutrie, as Attorney-in-Fact | 01/07/2021 | |
| ** 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 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. | ||
