Austerlitz Acquisition Corp II (ASZ) Form 4 Austerlitz Acquisition Corp II / FRANK P WILLEY 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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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^*

WILLEY FRANK P

(Last) (First) (Middle)

C/O AUSTERLITZ ACQUISITION CORPORATION I

1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Austerlitz Acquisition Corp II [ ASZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021

4. 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 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, par value $0.0001	(1)	05/04/2021		P		25,000(1)		(1)	(1)	Class A ordinary shares, par value $0.0001	25,000	(1)	25,000	D
Class C Ordinary Shares, par value $0.0001	(1)	05/04/2021		P		25,000(1)		(1)	(1)	Class A ordinary shares, par value $0.0001	25,000	(1)	25,000	D

Explanation of Responses:

1. The Reporting Person purchased 25,000 Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares"), and 25,000 Class C Ordinary Shares, par value $0.0001 per share ("Class C Ordinary Shares") each of which is convertible into Class A Ordinary Shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-252933). The Class B Ordinary Shares have no expiration date. The Class C Ordinary Shares will be returned to the Issuer for cancellation in the event that they have not converted into Class A Ordinary Shares nine years after our initial business combination.

Remarks:

	/s/ Michael L Gravelle, Attorney-in-Fact for Frank P. Willey_	05/05/2021
	** 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).
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