Sec Form 4 Filing - Gores Sponsor II LLC @ Gores Holdings II, Inc. - 2017-01-06

FORM 4 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 Gores Sponsor II LLC 2. Issuer Name and Ticker or Trading Symbol Gores Holdings II, Inc. [ GSHT] 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 GORES HOLDINGS II, INC., 9800 WILSHIRE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2017 (Street) BEVERLY HILLS, CA90212 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 F Common Stock ( 1 ) 01/06/2017 S( 2 ) 75,000 ( 1 ) ( 1 ) Class A Common Stock 75,000 $ 0.002 10,706,250 D ( 3 ) ( 4 ) ( 5 ) Class F Common Stock ( 1 ) 02/27/2017 D( 6 ) 781,250 ( 1 ) ( 1 ) Class A Common Stock 781,250 ( 6 ) 9,925,000 D ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gores Sponsor II LLC C/O GORES HOLDINGS II, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X X AEG Holdings, LLC C/O GORES HOLDINGS II, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X X Gores Alec E C/O GORES HOLDINGS II, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X X Signatures By: /s/ Andrew McBride, Attorney-in-Fact for Gores Sponsor II LLC 02/27/2017 Signature of Reporting Person Date By: /s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC 02/27/2017 Signature of Reporting Person Date By: /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 02/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the "Class F 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. ( 2 )Prior to the Issuer's initial public offering, Gores Sponsor II LLC (the "Sponsor") sold an aggregate of 75,000 shares to the Issuer's independent directors. ( 3 )The Class F Shares are held directly by the Sponsor. The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with Sponsor and AEG, the "Reporting Persons"). ( 4 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 5 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. ( 6 )The Sponsor forfeited 781,250 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option.

Remarks: Exhibit 99.1 Joint Filer Information, incorporated herein by reference.

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).

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