Sec Form 4 Filing - Tishman Speyer Innovation Sponsor II, L.L.C. @ Tishman Speyer Innovation Corp. II - 2021-03-28

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 Tishman Speyer Innovation Sponsor II, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Tishman Speyer Innovation Corp. II [ TSIB] 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 TISHMAN SPEYER, ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2021 (Street) NEW YORK, NY10111 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 ) 03/28/2021 J( 2 ) 1,125,000 ( 1 ) ( 1 ) Class A common stock 1,125,000 ( 2 ) 7,356,000 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tishman Speyer Innovation Sponsor II, L.L.C. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY10111 X TISHMAN SPEYER PROPERTIES L P C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY10111 X Tishman Speyer Properties, Inc. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY10111 X Speyer Robert J. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY10111 X X Chief Executive Officer Speyer Jerry I. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY10111 X Signatures Tishman Speyer Innovation Sponsor II, L.L.C. By: Tishman Speyer Properties, L.P., its manager By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary 03/30/2021 Signature of Reporting Person Date Tishman Speyer Properties, L.P. By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary 03/30/2021 Signature of Reporting Person Date Tishman Speyer Properties, Inc. By: /s/ Michael B. Benner, Vice President & Secretary 03/30/2021 Signature of Reporting Person Date /s/ Melissa Chia as Attorney-in-Fact for Robert J. Speyer 03/30/2021 Signature of Reporting Person Date /s/ Melissa Chia as Attorney-in-Fact for Jerry I. Speyer 03/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252423), the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 2 )Forfeiture to the issuer for no consideration because the underwriters for the issuer's initial public offering did not fully exercise the over-allotment option. ( 3 )Represents 7,356,000 shares of Class B common stock directly held by Tishman Speyer Innovation Sponsor II, L.L.C. (the "Sponsor"). The manager of the Sponsor is Tishman Speyer Properties, L.P. ("Tishman Speyer"). The general partner of Tishman Speyer is Tishman Speyer Properties, Inc. ("Tishman Speyer GP"). Robert J. Speyer, Chairman and Chief Executive Officer of the issuer, and Jerry I. Speyer are the co-trustees of a voting trust that holds all voting common stock in Tishman Speyer GP and therefore may be deemed to share voting and investment power with respect to the securities subject to this report. Each of the reporting persons disclaims any beneficial ownership of the securities subject to this report, except to the extent of any pecuniary interest therein.

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).

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.