Sec Form 4 Filing - Combe Jorge @ Codere Online U.S. Corp. - 2021-11-30

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 Combe Jorge 2. Issuer Name and Ticker or Trading Symbol Codere Online U.S. Corp. [ DDMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) PEDREGAL 24, 3RD FL, INT 300, COL. MOLINO DEL REY, DEL. MIGUEL HIDALGO 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2021 (Street) MEXICO CITY, O511040 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 Class A common stock 11/30/2021 C( 1 ) 1,912,500 A 2,208,500 I See footnote( 2 ) Class A common stock 11/30/2021 J( 3 ) 2,208,500 D 0 I See footnote( 2 )

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 ( 4 ) 11/30/2021 S( 5 ) 1,212,500 ( 4 ) ( 4 ) Class A common stock 1,212,500 $ 0.0087( 5 ) 1,912,500 I See footnote( 2 ) Class B common stock ( 4 ) 11/30/2021 C( 1 ) 1,912,500 ( 4 ) ( 4 ) Class A common stock 1,912,500 ( 1 ) 0 I See footnote( 2 ) Warrant $ 11.5 11/30/2021 J( 6 ) 148,000 12/30/2021 11/30/2026 Class A common stock 148,000 ( 6 ) 0 I See footnote( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Combe Jorge PEDREGAL 24, 3RD FL, INT 300 COL. MOLINO DEL REY, DEL. MIGUEL HIDALGO MEXICO CITY, O511040 X X Chief Operating Officer Signatures /s/ Alan I. Annex, Attorney-in-Fact 11/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class B common stock of Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II) (the "Issuer") that converted into shares of Class A common stock of the Issuer in connection with the consummation of the business combination (the "Business Combination") pursuant to that certain Business Combination Agreement, dated as of June 21, 2021, by and among the Issuer, Codere Newco, S.A.U., Servicios de Juego Online S.A.U., Codere Online Luxembourg, S.A. ("Holdco") and Codere Online U.S. Corp. ( 2 )The securities are held directly by DD3 Sponsor Group, LLC (the "Sponsor") and indirectly by Jorge Combe as manager of the Sponsor. Certain of the Issuer's former directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Combe and such former directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )Disposed of in exchange for ordinary shares of Holdco ("Ordinary Shares") in connection with the consummation of the Business Combination. ( 4 )The shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the Issuer's business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-250212), and had no expiration date. ( 5 )Represents shares of Class B common stock sold by the Sponsor at their original purchase price in connection with the consummation of the Business Combination. ( 6 )Represents warrants underlying private units acquired by the Sponsor in connection with the Issuer's initial public offering, which warrants were converted into warrants of Holdco to purchase Ordinary Shares, at an exercise price of $11.50 per share, in connection with the consummation of the Business Combination.

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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