Sec Form 3/A Filing - ScION 2 Sponsor LLC @ ScION Tech Growth II - 2021-02-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
ScION 2 Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
ScION Tech Growth II [ SCOB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SCION TECH GROWTH II, 10 QUEEN ST. PLACE, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2021
(Street)
LONDON,, X0EC4R 1BE
4. If Amendment, Date Original Filed (MM/DD/YY)
02/09/2021
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 Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 8,625,000 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ScION 2 Sponsor LLC
C/O SCION TECH GROWTH II
10 QUEEN ST. PLACE, 2ND FLOOR
LONDON,, X0EC4R 1BE
X X
Pignataro Andrea
C/O SCION TECH GROWTH II
10 QUEEN ST. PLACE, 2ND FLOOR
LONDON,, X0EC4R 1BE
X Executive Chairman
Cestar Mathew Judd
C/O SCION TECH GROWTH II
10 QUEEN ST. PLACE, 2ND FLOOR
LONDON,, X0EC4R 1BE
X Chief Executive Officer
Signatures
/s/ Rebeca Garcia-Lopez, Attorney-in-Fact for ScION 2 Sponsor LLC 02/11/2021
Signature of Reporting Person Date
/s/ Rebeca Garcia- Lopez, Attorney-in-Fact for Andrea Pignataro 02/11/2021
Signature of Reporting Person Date
/s/ Rebeca Garcia-Lopez, Attorney-in-Fact for Mathew J. Cestar 02/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252263) (the "Registration Statement") and have no expiration date. The shares of Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,125,000 shares of Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over- allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
( 2 )ScION 2 Sponsor LLC is the record holder of the securities reported herein. Mr. Pignataro and Mr. Cestar are the managers of ScION 2 Sponsor LLC and share voting and investment discretion with respect to the securities held of record by ScION 2 Sponsor LLC.
( 3 )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:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Person to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. This Form 3 amendment is being filed to report the correct number of Class B ordinary shares reported herein.

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.