Sec Form 4 Filing - NGP Switchback II, LLC @ Switchback II Corp - 2021-11-03

Insider filing report for Changes in Beneficial Ownership
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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
NGP Switchback II, LLC
2. Issuer Name and Ticker or Trading Symbol
Switchback II Corp [ SWBK]
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)
5949 SHERRY LANE, SUITE 1010
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2021
(Street)
DALLAS, TX75225
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 ) 11/03/2021 J( 2 ) 7,826,250 ( 1 ) ( 1 ) Class A Ordinary Shares 7,826,250 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NGP Switchback II, LLC
5949 SHERRY LANE, SUITE 1010
DALLAS, TX75225
X
Signatures
/s/ Jim Mutrie, Co-Chief Executive Officer and Manager 11/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Ordinary Shares were convertible into Class A Ordinary Shares of the Issuer on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.
( 2 )In connection with the Issuer's business combination with Bird Rides, Inc., each Class B Ordinary Share of the Issuer was exchanged on a one-for-one basis for shares of Class B common stock of Bird Global, Inc., the combined company.
( 3 )NGP Switchback II, LLC is the record holder of the shares reported herein. Scott McNeill and Jim Mutrie are managers and co-chief executive officers of NGP Switchback II, LLC. Chris Carter, Philip J. Deutch, Scott Gieselman and Sam Stoutner are managers of NGP Switchback II, LLC. As such, Messrs. McNeill, Mutrie, Carter, Deutch, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the ordinary shares held directly by NGP Switchback II, LLC.
( 4 )NGP XII US Holdings, L.P. indirectly owns a majority of the limited liability company interests of NGP Switchback II, LLC through its wholly-owned subsidiary, NGP ETP III Investments, LLC and NGP ETP III Investments, LLC's majority-owned subsidiary, NGP Energy Technology Partners III, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C.
( 5 )Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP ETP III Investments, LLC, NGP Energy Capital Management, L.L.C., Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the ordinary shares held directly by NGP Switchback II, LLC.

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