Sec Form 4 Filing - Decarbonization Plus Acquisition Sponsor II, LLC @ Decarbonization Plus Acquisition Corp II - 2022-01-13

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 Decarbonization Plus Acquisition Sponsor II, LLC 2. Issuer Name and Ticker or Trading Symbol Decarbonization Plus Acquisition Corp II [ DCRN] 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 DECARBONIZATION PLUS ACQUISITION, CORP II 2744 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/13/2022 (Street) MENLO PARK, CA94025 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 Class A Common Stock 01/13/2022 C 9,702,500 A 9,702,500 I See Footnotes( 4 )( 5 ) Class A Common Stock 01/13/2022 D 9,702,500 D 0 I See Footnotes( 4 )( 5 )

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 ) 01/13/2022 C 9,702,500 ( 1 ) ( 1 ) Class A Common Stock 9,702,500 ( 1 ) 0 I See Footnotes( 4 )( 5 ) Warrants $ 11.5 01/13/2022 D 7,067,263 ( 3 ) 01/13/2027 Class A Common Stock 7,067,263 $ 1.5 0 I See Footnotes( 4 )( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Decarbonization Plus Acquisition Sponsor II, LLC C/O DECARBONIZATION PLUS ACQUISITION CORP II 2744 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X Signatures Decarbonization Plus Acquisition Sponsor II LLC, /s/ Peter Haskopoulos, Managing Director 01/14/2022 Signature of Reporting Person Date Riverstone Holdings LLC, /s/ Peter Haskopoulos, Authorized Person 01/14/2022 Signature of Reporting Person Date David M. Leuschen, /s/ Peter Haskopoulos, Attorney-in-fact 01/14/2022 Signature of Reporting Person Date Pierre F. Lapeyre, Jr., /s/ Peter Haskopoulos, Attorney-in-fact 01/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation II ("DCRN"), Hulk Merger Sub, Inc.("Merger Sub"), Tritium Holdings Pty Ltd ("Tritium") and Tritium DCFC Limited ("NewCo") on January 13, 2022, the Reporting Person's shares of Class B Common Stock of DCRN automatically converted into shares of Class A Common Stock of DCRN on a one-for-one basis pursuant to the amended and restated certificate of incorporation of DCRN. The shares of Class B Common Stock of DCRN were subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the Reporting Person in connection with the Business Combination) and had no expiration date. ( 2 )Pursuant to the terms of the Business Combination Agreement, by and among DCRN, Tritium, NewCo and Merger Sub, dated as of May 25, 2021, as amended on July 27, 2021 by the First Amendment to the Business Combination Agreement (the "Business Combination Agreement"), 9,702,500 shares of Class A Common Stock of DCRN were disposed of in exchange for an equal number of ordinary shares of NewCo. ( 3 )Pursuant to the terms of the Business Combination Agreement, warrants to purchase 7,067,263 shares of Class A Common Stock of DCRN, which will become exercisable 30 days after completion of the Business Combination, were assumed by NewCo in the Business Combination and replaced with warrants to purchase an equal number of ordinary share of NewCo. The 7,067,263 warrants were acquired by Decarbonization Plus Acquisition Sponsor II LLC pursuant to the Private Placement Warrants Purchase Agreement, dated February 3, 2021, and the Securities Agreement, dated June 9, 2021. ( 4 )Decarbonization Plus Acquisition Sponsor II LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor II LLC. ( 5 )Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor II LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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.