XPDI Sponsor II Form 3/A Power & Digital Infrastructure Acquisition II / PATRICK C EILERS ownership change

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^*

XPDI Sponsor II LLC

(Last) (First) (Middle)

321 NORTH CLARK STREET, SUITE 2440

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2021

3. Issuer Name and Ticker or Trading Symbol
Power & Digital Infrastructure Acquisition II Corp. [ XPDB ]

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)
12/09/2021

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 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 common stock	(1)	(1)	Class A common stock	7,097,500(2)	(1)	D(3)

1. Name and Address of Reporting Person^*

XPDI Sponsor II LLC

(Last) (First) (Middle)

321 NORTH CLARK STREET, SUITE 2440

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Transition Equity Partners, LLC

(Last) (First) (Middle)

58 INDIAN HILL RD

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

XMS XPDI Sponsor II Holdings LLC

(Last) (First) (Middle)

321 NORTH CLARK STREET, SUITE 2440

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EILERS PATRICK C

(Last) (First) (Middle)

58 INDIAN HILL RD

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brombach Theodore J

(Last) (First) (Middle)

321 NORTH CLARK STREET, SUITE 2440

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The shares of Class B common stock beneficially owned by the reporting person include up to 937,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. This Form 3 amendment is being filed by XPDI Sponsor II LLC (the "Sponsor") to amend the original Form 3 filed on December 9, 2021 solely to include Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") as reporting persons and signatories. The original Form 3 included correct beneficial ownership information in the footnotes, however it did not include TEP and XMS XPDI Holdings as reporting persons and signatories. The Sponsor is controlled by its managing members, TEP and XMS XPDI Holdings. Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 3.

	/s/ See signatures included in Exhibit 99.1	12/14/2021
	** Signature of Reporting Person	Date
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