Motive Capital Corp II (MTVC) Form 4 Motive Capital Corp II / KENNETH C GRIFFIN 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^*

Citadel GP LLC

(Last) (First) (Middle)

131 S. DEARBORN ST.

32ND FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

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

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)
09/09/2022

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 ordinary shares	09/09/2022		P		1,700	A	$10.02	970,932	I	see footnotes(1)(2)(6)
Class A ordinary shares	09/09/2022		S		1,700	D	$10.0206	969,232	I	see footnotes(1)(3)(6)
Class A ordinary shares	09/12/2022		J(4)		968,900	D	(4)	332	I	see footnotes(1)(4)(6)
Class A ordinary shares								2,500,000	I	see footnotes(5)(6)

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

1. Name and Address of Reporting Person^*

Citadel GP LLC

(Last) (First) (Middle)

131 S. DEARBORN ST.

32ND FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CITADEL ADVISORS HOLDINGS LP

(Last) (First) (Middle)

131 S. DEARBORN ST.

32ND FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CITADEL ADVISORS LLC

(Last) (First) (Middle)

131 S. DEARBORN ST.

32ND FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Citadel Securities GP LLC

(Last) (First) (Middle)

131 S. DEARBORN ST.

32ND FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CITADEL SECURITIES LLC

(Last) (First) (Middle)

131 S. DEARBORN STREET

32ND FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GRIFFIN KENNETH C

(Last) (First) (Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FL

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

Explanation of Responses:

1. This security is owned by Citadel Securities LLC ("CS"). CS is a registered broker-dealer. Citadel Securities Group LP ("CALC4") is the non-member manager of CS. Citadel Securities GP LLC ("CSGP") is the general partner of CALC4.

2. This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $10.01 to $10.03 per share. The Reporting Persons undertake to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

3. This price represents the weighted average sale price. The sale prices for these transactions ranged from $10.01 to $10.03 per share. The Reporting Persons undertake to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. This transaction represents the return of borrowed securities to the securities lender.

5. This security is owned by Citadel Multi-Strategy Equities Master Fund Ltd. ("CM"). Citadel Advisors LLC ("Citadel Advisors") is the portfolio manager for CM. Citadel Advisors is a registered investment adviser. Citadel Advisors Holdings LP ("CAH") is the sole member of Citadel Advisors. Citadel GP LLC ("CGP") is the general partner of CAH.

6. Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

Remarks:

Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. The Reporting Persons intend to reimburse the issuer for the short swing profits with respect to the trades reported herein in accordance with Section 16 of the Securities and Exchange Act of 1934. The Reporting Persons estimate the short swing profits for the transactions above to be less than $20.00. * Sean McHugh is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Gores Holdings VIII, Inc. on March 18, 2022.

	/s/ Sean McHugh, Authorized Signatory for Citadel GP LLC	09/13/2022
	/s/ Sean McHugh, Authorized Signatory for Citadel Advisors Holdings LP	09/13/2022
	/s/ Sean McHugh, Authorized Signatory for Citadel Advisors LLC	09/13/2022
	/s/ Guy Miller, Authorized Signatory for Citadel Securities GP LLC	09/13/2022
	/s/ Guy Miller, Authorized Signatory for Citadel Securities LLC	09/13/2022
	/s/ Sean McHugh, Authorized Signatory for Kenneth Griffin*	09/13/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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