Sec Form 3 Filing - SCH Sponsor II LLC @ Social Capital Hedosophia Holdings Corp. II - 2020-04-27

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
SCH Sponsor II LLC
2. Issuer Name and Ticker or Trading Symbol
Social Capital Hedosophia Holdings Corp. II [ IPOB]
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 SOCIAL CAPITAL HEDOSOPHIA HOLDINGS, CORP. II, 317 UNIVERSITY AVE., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2020
(Street)
PALO ALTO, CA94301
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 B ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 8,425,000 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCH Sponsor II LLC
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA94301
X X
ChaChaCha SPAC B, LLC
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA94301
X X
Palihapitiya Chamath
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA94301
X X CEO & Chairman of the Board
Osborne Ian
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA94301
X X President
Signatures
SCH SPONSOR II LLC, By: /s/ Steven Trieu, as Chief Financial Officer 04/27/2020
Signature of Reporting Person Date
CHACHACHA SPAC B, LLC, By: Chamath Palihapitiya, Sole Member, By: /s/ Steven Trieu, as attorney-in-fact 04/27/2020
Signature of Reporting Person Date
CHAMATH PALIHAPITIYA, By: /s/ Steven Trieu, as attorney-in-fact 04/27/2020
Signature of Reporting Person Date
IAN OSBORNE, By: /s/ Steven Trieu, as attorney-in-fact 04/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-236774) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.
( 2 )The reporting owner, SCH Sponsor II LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Ian Osborne. A majority of the voting interests of the Sponsor are held by ChaChaCha SPAC B, LLC ("ChaChaCha"). Messrs. Palihapitiya and Osborne and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:
Exhibit 24.1 - Powers of Attorney. On the basis of the relationship between the Sponsor, ChaChaCha and Messrs. Palihapitiya and Osborne, the Sponsor and ChaChaCha will be deemed directors by deputization.

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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