Sec Form 5 Filing - Global Partner Sponsor II LLC @ Global Partner Acquisition Corp II - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
Global Partner Sponsor II LLC
2. Issuer Name and Ticker or Trading Symbol
Global Partner Acquisition Corp II [ GPAC]
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 GLOBAL PARTNER ACQUISITION CORP II, 7 RYE RIDGE PLAZA, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
RYE BROOK,, NY10573
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 Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 7,500,000 7,500,000 D( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Directo r 10% Owner Officer Other
Global Partner Sponsor II LLC
C/O GLOBAL PARTNER ACQUISITION CORP II
7 RYE RIDGE PLAZA, SUITE 350
RYE BROOK,, NY10573
X
ZEPF PAUL J
C/O GLOBAL PARTNER ACQUISITION CORP II
7 RYE RIDGE PLAZA, SUITE 350
RYE BROOK,, NY10573
X X CEO and Chairman
Signatures
/s/ Paul J. Zepf Global Partner Sponsor II LLC By Paul J. Zepf, its managing member 02/14/2022
Signature of Reporting Person Date
/s/ Paul J. Zepf 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class B Ordinary Shares, par value $0.0001 per share, of Global Partner Acquisition Corp II (the "Issuer") will automatically convert into the Issuer's Class A Ordinary Shares, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis subject to certain adjustments, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1, as amended (File No. 333-251558), filed in connection with the Issuer's 2021 initial public offering ("IPO"). There is no expiration date for such conversion.
( 2 )Global Partner Sponsor II LLC (the "Sponsor") is the direct, record holder of the shares reported herein. The Sponsor acquired 7,187,500 Class B Ordinary Shares on November 11, 2020 in a private transaction, pursuant to a subscription agreement entered into between the Sponsor and the Issuer. On January 11, 2021, the Issuer effected a share capitalization resulting in the Sponsor holding 7,500,000 Class B Ordinary Shares.
( 3 )Paul J. Zepf is the managing member of the Sponsor. Consequently, Mr. Zepf may be deemed to be the indirect beneficial owner of the shares held by the Sponsor and to have voting and dispositive control over such securities. Mr. Zepf disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest 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).
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