Sec Form 3 Filing - Coles Joanna @ Northern Star Investment Corp. II - 2021-01-25

FORM 3 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 Coles Joanna 2. Issuer Name and Ticker or Trading Symbol Northern Star Investment Corp. II [ NSTB.U] 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 Executive Officer (Last) (First) (Middle) C/O GRAUBARD MILLER, 405 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2021 (Street) NEW YORK, NY10174 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 ) ( 1 ) ( 1 ) Class A Common Stock 9,770,834 ( 2 ) I Northern Star II Sponsor LLC ( 3 ) Warrants $ 11.5 ( 4 ) ( 5 ) Class A Common Stock 8,750,000 ( 6 ) I Northern Star II Sponsor LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coles Joanna C/O GRAUBARD MILLER 405 LEXINGTON AVENUE NEW YORK, NY10174 X X Chief Executive Officer LEDECKY JONATHAN J C/O GRAUBARD MILLER 405 LEXINGTON AVENUE NEW YORK, NY10174 X X President and COO Northern Star II Sponsor LLC C/O GRAUBARD MILLER 405 LEXINGTON AVENUE NEW YORK, NY10174 X Signatures /s/ Joanna Coles 01/25/2021 Signature of Reporting Person Date /s/ Jonathan J. Ledecky 01/25/2021 Signature of Reporting Person Date Northern Star II Sponsor LLC, by Joanna Coles, Managing Member 01/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date. ( 2 )Includes up to 1,312,500 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. ( 3 )These securities are owned directly by Northern Star II Sponsor LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Joanna Coles, the Issuer's Chief Executive Officer, and Jonathan J. Ledecky, the Issuer's Chief Operating Officer. Each of Ms. Coles and Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star II Sponsor LLC, except to the extent of his or her pecuniary interest therein. ( 4 )Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering. ( 5 )Each warrant will expire five years after the completion of an initial business combination. ( 6 )Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Northern Star II Sponsor LLC irrevocably committed to purchase. Does not include up to 1,050,000 warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

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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