Sec Form 4 Filing - Caplain Jacob @ BlackRock Multi-Sector Opportunities Trust II - 2023-11-13

Insider filing report for Changes in Beneficial Ownership
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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
Caplain Jacob
2. Issuer Name and Ticker or Trading Symbol
BlackRock Multi-Sector Opportunities Trust II [ N/A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Portfolio Manager
(Last) (First) (Middle)
50 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2023
(Street)
NEW YORK, NY10001
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
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
Phantom Shares ( 1 ) ( 2 ) ( 3 ) 11/13/2023 J( 4 ) 173.6745 ( 2 ) ( 3 ) ( 4 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 173.6745 ( 2 ) ( 3 ) ( 4 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caplain Jacob
50 HUDSON YARDS
NEW YORK, NY10001
Portfolio Manager
Signatures
/s/ Gladys Chang as Attorney-in-Fact 11/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.
( 2 )Phantom shares vest in equal installments on each of the first three anniversaries of the award. As previously reported on Form 4s dated February 2, 2021 and February 3, 2022, Jacob Caplain was previously granted 92.557 phantom shares and 173.6071 phantom shares, respectively, of BlackRock Multi-Sector Opportunities Trust II (the "Target Fund") on January 29, 2021 and January 31, 2022, respectively, payable in cash upon vesting. As of November 10, 2023, Mr. Caplain held 173.6745 phantom shares of the Target Fund, which were comprised of 38.5668 phantom shares granted on January 29, 2021 (with one annual vesting installment remaining), as reported on the Form 4 dated February 2, 2021, and 135.1077 phantom shares granted on January 31, 2022 (with two annual vesting installments remaining), as reported on the Form 4 dated February 3, 2022.
( 3 )(Continued from Footnote 2) The annual vesting schedule applicable to each portion of Mr. Caplain's Target Fund phantom shares was preserved with respect to the phantom shares of the Acquiring Fund (as defined below) that Mr. Caplain received in the Reorganization (as detailed below).
( 4 )Effective as of November 13, 2023, the Target Fund was reorganized into BlackRock Strategic Income Opportunities Portfolio (the "Acquiring Fund"), a series of BlackRock Funds V. In the Reorganization, Mr. Caplain received phantom shares of the Acquiring Fund having a value equal to the aggregate NAV of the Target Fund phantom shares he held as of the close of business on November 10, 2023, calculated using a conversion ratio equal to the NAV per share of the Target Fund relative to the NAV per Investor K share of the Acquiring Fund as of the close of business on November 10, 2023. As of November 10, 2023, the Target Fund reported a NAV per share of $67.9207 and the Acquiring Fund reported a NAV per Investor K share of $9.06. The conversion ratio for the Target Fund's phantom shares was 7.496766. In the Reorganization, Mr. Caplain received 1,301.9970 phantom shares of the Acquiring Fund in exchange for his 173.6745 phantom shares of the Target Fund.

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