Sec Form 3 Filing - CC Neuberger Principal Holdings II Sponsor LLC @ CC Neuberger Principal Holdings II - 2020-07-30

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 CC Neuberger Principal Holdings II Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol CC Neuberger Principal Holdings II [ PRPB] 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) C/O CC NEUBERGER PRINCIPAL HOLDINGS II, 200 PARK AVENUE, 58TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2020 (Street) NEW YORK, NY10166 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 Class B ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 22,170,000 ( 2 ) D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CC Neuberger Principal Holdings II Sponsor LLC C/O CC NEUBERGER PRINCIPAL HOLDINGS II 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY10166 X Signatures CC Neuberger Principal Holdings II Sponsor LLC By: /s/ Douglas Newton, Attorney-in-Fact 07/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-239875) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 2 )The Class B ordinary shares owned by the reporting person include up to 2,250,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. ( 3 )This Form 3 is being filed by CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor"). There are four managers of Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regards to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Remarks: Exhibit 24 - Power of Attorney

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).

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