Sec Form 4 Filing - Colonnade Sponsor II LLC @ Colonnade Acquisition Corp. II - 2021-03-12

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
Colonnade Sponsor II LLC
2. Issuer Name and Ticker or Trading Symbol
Colonnade Acquisition Corp. II [ CLAA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
1400 CENTREPARK BLVD, STE 810
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2021
(Street)
WEST PALM BEACH, FL33401
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, par value $0.0001 per share ( 2 ) 03/12/2021 D( 3 ) 375,000 ( 2 ) ( 2 ) Class A Ordinary Shares 375,000 ( 3 ) $ 0 8,250,000 D ( 1 ) ( 2 ) ( 4 ) ( 5 )
Reportin g Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Colonnade Sponsor II LLC
1400 CENTREPARK BLVD, STE 810
WEST PALM BEACH, FL33401
X X Director by Deputization
Sambuco Joseph
1400 CENTREPARK BLVD, STE 810
WEST PALM BEACH, FL33401
X X
Signatures
/s/ Jared Coppotelli, Attorney-in-Fact for Colonnade Sponsor II LLC 03/12/2021
Signature of Reporting Person Date
/s/ Jared Coppotelli, Attorney-in-Fact for Joseph S. Sambuco 03/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This form is being filed by the following reporting persons: Colonnade Sponsor II LLC (the "Sponsor") and Joseph S. Sambuco (and together with the Sponsor, the "Reporting Persons"). Because of the relationships among the Reporting Persons described in footnote 4, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 2 )The Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of Colonnade Acquisition Corp. II (the "Issuer") have no expiration date and are convertible into shares of Class A ordinary shares, par value $0.0001 per share of the Issuer, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-253091).
( 3 )The Sponsor forfeited 375,000 Class B Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended, in connection with the underwriters' election to exercise their overallotment option in part on March 12, 2021.
( 4 )Joseph S. Sambuco is the manager of the Sponsor and thus may be deemed to beneficially own the Class B Shares owned by the Sponsor.
( 5 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
Mr. Sambuco serves as Chairman of the board of directors of the Issuer. The Sponsor may be deemed a director by deputization as a result of the service of Mr. Sambuco.

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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