Sec Form 3 Filing - Dicalite Management Group, Inc. @ Act II Global Acquisition Corp. - 2020-06-08

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
Dicalite Management Group, Inc.
2. Issuer Name and Ticker or Trading Symbol
Act II Global Acquisition Corp. [ ACTT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 BELMONT AVENUE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2020
(Street)
BALA CYNWYD, PA19004
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
Class A Ordinary Shares, par value $0.0001 per share ( 1 ) ( 2 ) 3,300,000 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dicalite Ma nagement Group, Inc.
1 BELMONT AVENUE, SUITE 500
BALA CYNWYD, PA19004
X
Dicalite Management Holdings LLC
1 BELMONT AVENUE, SUITE 500
BALA CYNWYD, PA19004
X
DPV Mineral Holding Co LLC
35 E 62ND STREET
NEW YORK, NY10065
X
MTFG Management Services, LLC
35 E 62ND STREET
NEW YORK, NY10065
X
Ronald O. Perelman 2016 Trust for Education & Charity
35 E 62ND STREET
NEW YORK, NY10065
X
Signatures
/s/ Derek Cusack, Vice President and Deputy General Counsel of Dicalite Management Group, Inc. 06/18/2020
Signature of Reporting Person Date
/s/ Derek Cusack, Vice President and Deputy General Counsel of Dicalite Management Holdings LLC 06/18/2020
Signature of Reporting Person Date
/s/ Matthew H. Kamens, Manager of DPV Mineral Holding Company LLC 06/18/2020
Signature of Reporting Person Date
/s/ Matthew H. Kamens, Trustee of The Ronald O. Perelman 2016 Trust for Education and Charity, Member of MTFG Management Services, LLC 06/18/2020
Signature of Reporting Person Date
/s/ Matthew H. Kamens, Trustee of The Ronald O. Perelman 2016 Trust for Education and Charity 06/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed by Dicalite Management Group, Inc., Dicalite Management Holdings LLC, DPV Mineral Holding Company LLC, MTFG Management Services, LLC and The Ronald O. Perelman 2016 Trust for Education and Charity (collectively, the "Reporting Persons").
( 2 )Comprises shares of Class A Ordinary Shares, par value $0.0001 per share, of Act II Global Acquisition Corp. purchased on the open market prior to the date of this Form 3 filing. Dicalite Management Group, Inc., a Delaware corporation, is a wholly owned subsidiary of Dicalite Management Holdings LLC, a Delaware limited liability company, the sole voting member of which is DPV Mineral Holding Company LLC, a Delaware limited liability company. The sole member of DPV Mineral Holding Company LLC is MTFG Management Services, LLC, a Delaware limited liability company. The sole member of MTFG Management Services, LLC is The Ronald O. Perelman 2016 Trust for Education and Charity, a New York trust.

Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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.