Sec Form 3 Filing - Hummer Ryan E @ LEGATO MERGER CORP. II - 2021-11-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Hummer Ryan E
2. Issuer Name and Ticker or Trading Symbol
LEGATO MERGER CORP. II [ LGTO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LEGATO MERGER CORP II, 777 THIRD AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2021
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common stock( 1 ) 330,000( 1 )( 2 ) I( 3 ) By Merlin 3c7, Merlin 3c1, Catalyst 3c7, and Catalyst 3c1, collectively( 3 )
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
Warrant( 1 ) $ 11.5 ( 4 ) ( 5 ) Common stock 55,000 I( 3 ) By Merlin 3c7, Merlin 3c1, Catalyst 3c7, and Catalyst 3c1, collectively( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hummer Ryan E
C/O LEGATO MERGER CORP II
777 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Ryan Hummer 11/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes securities within up to 110,000 Units the Reporting Person has irrevocably committed to purchase upon consummation of the Issuer's initial public offering. Each Unit consists of one share of common stock and one half of one warrant.
( 2 )Includes up to 29,406 shares that may be forfeited, and up to 14,703 shares within Units for which the Reporting Person may not subscribe, to the extent that the underwriter in the Issuer's initial public offering does not fully exercise its overallotment option.
( 3 )These securities are owned by Merlin 3c7, Merlin 3c1, Catalyst 3c7, and Catalyst 3c1, partnerships of which the Reporting Person is Director. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 4 )Each warrant will become exercisable 30 days after the completion by the Issuer of an initial business combination.
( 5 )Each warrant will expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.