Sec Form 4 Filing - CF Finance Holdings II, LLC @ CF Finance Acquisition Corp II - 2021-03-08

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 CF Finance Holdings II, LLC 2. Issuer Name and Ticker or Trading Symbol CF Finance Acquisition Corp II [ VIEW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% holder (Last) (First) (Middle) 110 EAST 59TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2021 (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 Class A common stock 03/08/2021 P 5,000,000 A $ 10 ( 1 ) 5,000,000 D ( 3 ) Class A common stock 03/08/2021 D ( 2 ) 12,470,000 A $ 0 ( 2 ) 17,470,000 D ( 3 ) Class A common stock 03/08/2021 D ( 4 ) 1,100,000 A $ 10 ( 4 ) 18,570,000 D ( 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 Class B Common Stock ( 2 ) 03/08/2021 D( 2 ) 12,470,000 ( 2 ) ( 2 ) Class A Common Stock 12,470,000 $ 0 12,470,000 D ( 3 ) Warrants $ 11.5 03/08/2021 D( 5 ) 366,667 04/08/2021 03/08/2026 Class A Common Stock 366,667 ( 5 ) 366,667 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF Finance Holdings II, LLC 110 EAST 59TH STREET NEW YORK, NY10022 Former 10% holder CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY10022 Former 10% holder CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY10022 Former 10% holder LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK, NY10022 Former 10% holder Signatures /s/ Howard Lutnick, as Chief Executive Officer of CF Finance Holdings LLC 03/10/2021 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 03/10/2021 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc. 03/10/2021 Signature of Reporting Person Date /s/ Howard Lutnick 03/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Subscription Agreement, dated November 30, 2020, by and between the issuer and CF Finance Holdings II, LLC (the "Sponsor"), the Sponsor purchased an aggregate of 5,000,000 shares of Class A common stock of the issuer on March 8, 2021 in a private placement that consummated in connection with the issuer's initial business combination with View, Inc. ( 2 )As described in the issuer's registration statement on Form S-1 (File No. 333-241727) under the heading "Description of Securities--Founder Shares", upon consummation of the issuer's initial business combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis. ( 3 )The Sponsor is the record holder of the securities reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the trustee of the sole stockholder of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 4 )These shares represent shares of Class A common stock issued to the Sponsor upon separation of the private units previously purchased by the Sponsor from the issuer in August 2020. The Sponsor acquired the private units for a purchase price of $10.00 per unit in a private placement that consummated in connection with the issuer's initial public offering. ( 5 )These warrants represent warrants issued to the Sponsor upon separation of the private units previously purchased by the Sponsor from the issuer in August 2020. The Sponsor acquired the private units for a purchase price of $10.00 per unit in a private placement that consummated in connection with the issuer's initial public offering. The warrants became eligible for exercise 30 days following the consummation of the issuer's business combination with View, Inc. Because the exercise of the warrants was contingent upon the closing of the issuer's initial business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the issuer's business combination with View, Inc.

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