Sec Form 3 Filing - Hindery Leo J. Jr. @ Trine II Acquisition Corp. - 2021-11-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hindery Leo J. Jr.
2. Issuer Name and Ticker or Trading Symbol
Trine II Acquisition Corp. [ TRAQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TRINE II ACQUISITION CORP., 228 PARK AVENUE S., STE 63482
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2021
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 10,175,000 ( 2 ) I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hindery Leo J. Jr.
C/O TRINE II ACQUISITION CORP.
228 PARK AVENUE S., STE 63482
NEW YORK, NY10003
X X
Robin Trine II LLC
C/O TRINE II ACQUISITION CORP.
228 PARK AVENUE S., STE 63482
NEW YORK, NY10003
X
Acanthis Master, LLC
C/O TRINE II ACQUISITION CORP.
228 PARK AVENUE S., STE 63482
NEW YORK, NY10003
X
Signatures
/s/ Leo Hindery, Jr 11/02/2021
Signature of Reporting Person Date
/s/ Leo Hindery, Jr, as Managing Member for Robin Trine II LLC 11/02/2021
Signature of Reporting Person Date
/s/ Leo Hindery, Jr, as Managing Member for Acanthis Master, LLC 11/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), are convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252260) (the "Registration Statement") and have no expiration date.
( 2 )The Class B Ordinary Shares owned by the reporting person include up to 1,350,000 Class B Ordinary Shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Registration Statement.
( 3 )The Class B Ordinary Shares are held by Robin Trine II LLC (the "Sponsor"). Acanthis Master, LLC ("Acanthis") is the managing member of the Sponsor. Leo Hindery, Jr., Chairman of the board of directors of the issuer, is a managing member of Acanthis, which has voting and investment discretion with respect to the Class B Ordinary Shares held of record by the Sponsor. Based on the foregoing, Mr. Hindery and Acanthis may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:
See Exhibit 24.1 - Power of Attorney.

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 4(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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