Bird Global Form 3 Initial statement of insider ownership

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

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1. Name and Address of Reporting Person^*

NGP Switchback II, LLC

(Last) (First) (Middle)

5949 SHERRY LANE, SUITE 1010

(Street)

DALLAS TX 75225

(City) (State) (Zip)

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)

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)

X	Form filed by One Reporting Person
	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	7,826,250(2)	(1)	I	See footnotes(3)(4)(5)

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. Scott McNeill and Jim Mutrie are managers and co-chief executive officers of NGP Switchback II, LLC. Chris Carter, Philip J. Deutch, Scott Gieselman and Sam Stoutner are managers of NGP Switchback II, LLC. As such, Messrs. McNeill, Mutrie, Carter, Deutch, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the ordinary shares held directly by NGP Switchback II, LLC.

4. NGP XII US Holdings, L.P. indirectly owns a majority of the limited liability company interests of NGP Switchback II, LLC through its wholly-owned subsidiary, NGP ETP III Investments, LLC and NGP ETP III Investments, LLC's majority-owned subsidiary, NGP Energy Technology Partners III, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C.

5. Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP ETP III Investments, LLC, NGP Energy Capital Management, L.L.C., Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the ordinary shares held directly by NGP Switchback II, LLC.

Remarks:

	/s/ Jim Mutrie, Co-Chief Executive Officer and Manager	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).
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