Sec Form 3/A Filing - Peel Acquisition Co II, LLC @ Pine Technology Acquisition Corp. - 2021-03-10

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FORM 3/A
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
Peel Acquisition Co II, LLC
2. Issuer Name and Ticker or Trading Symbol
Pine Technology Acquisition Corp. [ PTOC]
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 PINE TECHNOLOGY ACQUISITION CORP., 260 LENA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2021
(Street)
AURORA, OH44202
4. If Amendment, Date Original Filed (MM/DD/YY)
03/10/2021
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, par value $0.0001 per share ( 1 ) ( 1 ) ( 1 ) Class A common stock, par value $0.0001 per share 8,625,000 I ( 2 ) ( 3 ) ( 4 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peel Acquisition Co II, LLC
C/O PINE TECHNOLOGY ACQUISITION CORP.
260 LENA DRIVE
AURORA, OH44202
X
Pine Technology Sponsor LLC
C/O PINE TECHNOLOGY ACQUISITION CORP.
260 LENA DRIVE
AURORA, OH44202
X X
Trident Pine Acquisition LP
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
Zyskind Barry D
C/O PINE TECHNOLOGY ACQUISITION CORP.
260 LENA DRIVE
NEW YORK, NY10038
X
Trident VII, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
Trident VII Parallel Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
Trident Pine GP, LLC
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
Trident Capital VII, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
Zerbib Nicolas D
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X
Signatures
See signatures attached as Exhibit 99.1 03/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares of Pine Technology Acquisition Corp. (the "Issuer") are directly held by Pine Technology Sponsor LLC (the "Sponsor"). Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B common stock 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 on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-253278). The shares of Class B common stock have no expiration date.
( 2 )This Form 3 is being filed by Sponsor. Peel Acquisition Company II, LLC and Trident Pine Acquisition, L.P. are the managing members of Sponsor and, together, have shared voting and investment discretion with respect to the securities held by Sponsor. Barry D. Zyskind is the manager of Peel Acquisition Company II, LLC. Trident Pine GP, LLC is the general partner of Trident Pine Acquisition, L.P. Trident VII, L.P. and Trident VII Parallel Fund, L.P. (the "Trident VII Partnerships") are the majority members of Trident Pine GP, LLC. Trident Capital VII, L.P. is the general partner of the Trident VII Partnerships (the "Trident VII GP").
( 3 )Pursuant to certain management agreements, Stone Point Capital LLC, the investment manager of the Trident VII Partnerships, has received delegated authority by Trident VII GP relating to the Trident VII Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VII Partnerships without first receiving direction from the Investment Committee of the Trident VII GP or a majority of the general partners of the Trident VII GP. The management agreements do not delegate any power with respect to the disposition of Class A common stock or Class B common stock held by the Trident VII Partnerships. Nicolas D. Zerbib is a member and managing director of Stone Point Capital LLC and one of five general partners of the Trident VII GP.
( 4 )Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Peel Acquisition Company II, LLC, Trident Pine Acquisition, L.P., Mr. Barry D. Zyskind, Trident Pine GP, LLC, Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident Capital VII, L.P., Stone Point Capital LLC and Nicolas D. Zerbib. Each such reporting person under this Form 3 disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any securities covered by this Form 3.

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