Sec Form 3 Filing - Bransfield Kyle P @ Union Acquisition Corp. II - 2019-10-17

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
Bransfield Kyle P
2. Issuer Name and Ticker or Trading Symbol
Union Acquisition Corp. II [ LATNU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O UNION ACQUISITION CORP. II, 509 MADISON AVE, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/17/2019
(Street)
NEW YORK, NY10022
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
Ordinary Shares 150,000 I By PENSCO Trust Company ( 1 )
Ordinary Shares 2,368,125 ( 2 ) I By Union Acquisition Associates II, LLC ( 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 ( 4 ) $ 11.5 ( 5 ) ( 6 ) Ordinary Shares 2,875,000 I By Union Acquisition Associates II, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bransfield Kyle P
C/O UNION ACQUISITION CORP. II
509 MADISON AVE, 9TH FLOOR
NEW YORK, NY10022
X Chief Executive Officer
Union Acquisition Associates II, LLC
C/O UNION ACQUISITION CORP. II
509 MADISON AVE, 9TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Kyle P. Bransfield 10/17/2019
Signature of Reporting Person Date
/s/ Kyle P. Bransfield, Managing Member of Union Acquisition Associates II, LLC 10/17/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This entity holds these shares for Kyle Bransfield as beneficiary.
( 2 )Includes up to 328,125 ordinary shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.
( 3 )The shares are owned directly by Union Acquisition Associates II, LLC, a ten percent owner of the issuer, and indirectly by its managing member, Kyle Bransfield, Chief Executive Officer and a director of the issuer. Mr. Bransfield disclaims beneficial ownership of the securities held by Union Acquisition Associates II, LLC except to the extent of his pecuniary interest therein.
( 4 )Includes Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Does not include up to 262,500 additional Warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.
( 5 )Each Warrant will become exercisable on the later of the completion of an initial business combination or October 17, 2020.
( 6 )Each Warrant will expire five years after the completion of an initial business combination.

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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