Level Field Management II Form 3 LF Capital Acquisition Corp. II / Djemi Traboulsi 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^*

Level Field Capital II, LLC

(Last) (First) (Middle)

C/O LF CAPITAL ACQUISITION CORP. II

1909 WOODALL RODGERS FREEWAY, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2021

3. Issuer Name and Ticker or Trading Symbol
LF Capital Acquisition Corp. II [ LFACU ]

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)

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, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	6,468,750(1)	(1)	D(2)

1. Name and Address of Reporting Person^*

Level Field Capital II, LLC

(Last) (First) (Middle)

C/O LF CAPITAL ACQUISITION CORP. II

1909 WOODALL RODGERS FREEWAY, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Level Field Partners II, LLC

(Last) (First) (Middle)

C/O LF CAPITAL ACQUISITION CORP. II

1909 WOODALL RODGERS FREEWAY, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Level Field Management II, LLC

(Last) (First) (Middle)

C/O LF CAPITAL ACQUISITION CORP. II

1909 WOODALL RODGERS FREEWAY, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Farhat Elias

(Last) (First) (Middle)

C/O LF CAPITAL ACQUISITION CORP. II

1909 WOODALL RODGERS FREEWAY, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Traboulsi Djemi

(Last) (First) (Middle)

C/O LF CAPITAL ACQUISITION CORP. II

1909 WOODALL RODGERS FREEWAY, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. Level Field Capital II, LLC (the "Sponsor") directly owns 6,468,750 shares of Class B common stock, par value $0.0001 per share (the "Class B Shares"), of LF Capital Acquisition Corp. II (the "Issuer"), including 843,750 Class B Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class B Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-260541).

2. Level Field Partners II, LLC ("Level Field Partners") is the managing member of the Sponsor. Level Field Management II, LLC ("Level Field Management") is the managing member of Level Field Partners. Level Field Management is managed by its two members, Elias Farhat and Djemi Traboulsi. As such, Mr. Farhat and Mr. Traboulsi may be deemed to share beneficial ownership of the Class B Shares held directly by the Sponsor. Mr. Farhat and Mr. Traboulsi disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Elias Farhat, Authorized Signatory for the Sponsor, Level Field Partners and Level Field Management	11/16/2021
	/s/ Djemi Traboulsi, Authorized Signatory for the Sponsor, Level Field Partners and Level Field Management	11/16/2021
	/s/ Elias Farhat	11/16/2021
	/s/ Djemi Traboulsi	11/16/2021
	** Signature of Reporting Person	Date
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