Zapp Electric Vehicles Form 4 CIIG Capital Partners II / F PETER CUNEO 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^*

CIIG Management II LLC

(Last) (First) (Middle)

C/O ZAPP ELECTRIC VEHICLES, INC.

40 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIIG Capital Partners II, Inc. [ CIIG ]

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)
04/28/2023

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
Class A Common Stock	04/28/2023		C		6,971,875(1)	A	(1)	6,971,875(2)	D
Class A Common Stock	04/28/2023		J		6,971,875(1)	D	(1)	0(2)	D

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 Common Stock	(1)	04/28/2023		S			215,625	(3)	(3)	Class A Common Stock	215,625	$0.0035	6,971,875	D
Class B Common Stock	(1)	04/28/2023		C(1)			6,971,875	(3)	(3)	Class A Common Stock(3)	6,971,875(2)	(3)	0	D
Warrants	(4)	04/28/2023		J(5)			10,052,083(4)	(4)	(4)	Class A Common Stock	10,052,083(2)	(5)	0	D

1. Name and Address of Reporting Person^*

CIIG Management II LLC

(Last) (First) (Middle)

C/O ZAPP ELECTRIC VEHICLES, INC.

40 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CUNEO F PETER

(Last) (First) (Middle)

C/O ZAPP ELECTRIC VEHICLES, INC.

40 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cuneo Gavin

(Last) (First) (Middle)

C/O ZAPP ELECTRIC VEHICLES, INC.

40 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Minnick Michael

(Last) (First) (Middle)

C/O ZAPP ELECTRIC VEHICLES, INC.

40 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of Class B Common Stock that converted into shares of Class A Common Stock of Zapp Electric Vehicles, Inc. (f/k/a CIIG Capital Partners II, Inc.) (the "Issuer") in connection with the business combination between the Issuer, Zapp Electric Vehicles Limited, Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Zapp"), and the other parties thereto (the "Business Combination") and were disposed of pursuant to that agreement in exchange for ordinary shares of Zapp.

2. The holder of record of these shares is CIIG Management II LLC. F. Peter Cuneo, Gavin Cuneo and Michael Minnick are the managing members of CIIG Management II LLC. As such, they may be deemed to have or share voting and dispositive power of the shares.

3. The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement").

4. The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of Zapp in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of Zapp at a price of $11.50 per share (subject to adjustment).

5. Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of Zapp in connection with the Business Combination.

Remarks:

	/s/ Gavin Cuneo, Managing Member	05/02/2023
	/s/ Gavin Cuneo	05/02/2023
	/s/ F. Peter Cuneo	05/02/2023
	/s/ Michael Minnick	05/02/2023
	** Signature of Reporting Person	Date
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