Motive Capital Corp II (MTVC) Form 3 Motive Capital Corp II / Paul Luc Robert Heyvaert 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^*

Heyvaert Paul Luc Robert

(Last) (First) (Middle)

C/O MOTIVE CAPITAL CORP II

7 WTC, 250 GREENWICH ST., FL 47

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2021

3. Issuer Name and Ticker or Trading Symbol
Motive Capital Corp II [ MTVC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, Exec. Chairman & Dir.

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	8,525,000(2)	(1)	I(3)	By Motive Capital Funds Sponsor II, LLC

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-261084) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001, are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

2. The Class B ordinary shares beneficially owned by the reporting person include up to 1,125,000 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. The securities reported herein are held directly by Motive Capital Funds Sponsor II, LLC (the "Sponsor"). The manager of the Sponsor is Motive Partners GP, LLC. The sole member of Motive Partners GP, LLC is Rob Exploration LLC where Paul Luc Robert Heyvaert is the sole member. Each of Motive Partners GP, LLC, Rob Exploration LLC and Paul Luc Robert Heyvaert may be deemed to have beneficial ownership of the shares. As such, the reporting person may be deemed to have voting and investment discretion with respect to the securities held by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Kristy Trieste, as attorney in fact for Paul Luc Robert Heyvaert	12/06/2021
	** 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).
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