Sec Form 4 Filing - TWC Tech Holdings II, LLC @ TWC Tech Holdings II Corp. - 2020-12-21

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

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 TWC Tech Holdings II, LLC 2. Issuer Name and Ticker or Trading Symbol TWC Tech Holdings II Corp. [ TWCTU] 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) FOUR EMBARCADERO CENTER,, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2020 (Street) SAN FRANCISCO, CA94111 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 Common Stock ( 1 ) 12/21/2020 J( 2 ) 12,500 ( 1 ) ( 1 ) Class A Common Stock 12,500 $ 0 14,912,500 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TWC Tech Holdings II, LLC FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X TWC SPAC Aggregator II, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X TWC Employee SPAC Aggregator II, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X True Wind Capital Management, L.P. C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X True Wind Capital Management GP, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X CLAMMER ADAM FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X CEO and President GREENE JAMES H JR FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA94111 X X Signatures /s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC, MM of TWC Tech Holdings II, LLC 12/21/2020 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC, the MM of TWC SPAC Aggregator II, LLC 12/21/2020 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC 12/21/2020 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P. 12/21/2020 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC 12/21/2020 Signature of Reporting Person Date /s/ Adam Clammer 12/21/2020 Signature of Reporting Person Date s/ James Greene, Jr. 12/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. ( 2 )Pursuant to certain securities assignment agreement, dated as of December 21, 2020, 12,500 shares of Class B common stock of the Issuer were assigned by a resigning director of the Issuer to TWC Tech Holdings II, LLC for no consideration. ( 3 )TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such 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.

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.