Sec Form 4 Filing - HEC Sponsor II LLC @ Hudson Executive Investment Corp. II - 2021-03-11

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 HEC Sponsor II LLC 2. Issuer Name and Ticker or Trading Symbol Hudson Executive Investment Corp. II [ HCII] 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 HUDSON EXECUTIVE INVESTMENT CORP. II, 570 LEXINGTON AVENUE, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2021 (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

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 ) 03/11/2021 J( 2 ) 218,750 ( 1 ) ( 1 ) Class A Common Stock 218,750 $ 0 6,250,000 D ( 3 ) Class B Common Stock ( 1 ) 04/13/2021 S 40,000 ( 1 ) ( 1 ) Class A Common Stock 40,000 $ 0.0029 6,210,000 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEC Sponsor II LLC C/O HUDSON EXECUTIVE INVESTMENT CORP. II 570 LEXINGTON AVENUE, 35TH FLOOR NEW YORK, NY10022 X Bergeron Douglas C/O HUDSON EXECUTIVE INVESTMENT CORP. II 570 LEXINGTON AVENUE, 35TH FLOOR NEW YORK, NY10022 X Chief Executive Officer Braunstein Douglas L C/O HUDSON EXECUTIVE INVESTMENT CORP. II 570 LEXINGTON AVENUE, 35TH FLOOR NEW YORK, NY10022 X President, Chairman Signatures /s/ Douglas L. Braunstein, as Manager of HEC Sponsor II LLC 04/14/2021 Signature of Reporting Person Date /s/ Douglas G. Bergeron 04/14/2021 Signature of Reporting Person Date /s/ Douglas L. Braunstein 04/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251848) (the "Registration Statement") and have no expiration date. ( 2 )On March 11, 2021, HEC Sponsor II LLC forfeited at no cost 218,750 shares of Class B common stock, following the expiration of the over-allotment option granted to the underwriters of the Issuer's initial public offering (as more fully described in the Registration Statement), and the determination by such underwriters not to exercise in full such over-allotment option granted to them. ( 3 )HEC Sponsor II LLC is the record holder of the securities reported herein. Douglas G. Bergeron and Douglas L. Braunstein are among the managers of HEC Sponsor II LLC and share voting and investment discretion with respect to the securities held of record by HEC Sponsor II LLC. Mr. Braunstein and Mr. Bergeron disclaim any beneficial ownership of the securities held by HEC Sponsor II LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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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