Sec Form 3 Filing - Austerlitz Acquisition Sponsor, LP II @ Austerlitz Acquisition Corp II - 2021-02-25

Insider filing report for Changes in Beneficial Ownership
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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
Austerlitz Acquisition Sponsor, LP II
2. Issuer Name and Ticker or Trading Symbol
Austerlitz Acquisition Corp II [ ASZ]
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 AUSTERLITZ ACQUISITION CORP. II, 1701 VILLAGE CENTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2021
(Street)
LAS VEGAS, NV89134
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 ( 2 ) ( 2 ) ( 2 ) Class A Ordinary Shares, par value $0.0001 29,496,429 D ( 1 ) ( 2 ) ( 3 ) ( 4 )
Class C Ordinary Shares, par value $0.0001 ( 2 ) ( 2 ) ( 2 ) Class A Ordinary Shares, par value $0.0001 29,496,429 D ( 1 ) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Austerlitz Acquisition Sponsor, LP II
C/O AUSTERLITZ ACQUISITION CORP. II
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X X
Trasimene Capital AU, LP II
C/O AUSTERLITZ ACQUISITION CORP. II
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Trasimene Capital AU, Corp. II
C/O AUSTERLITZ ACQUISITION CORP. II
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
FOLEY WILLIAM P II
C/O AUSTERLITZ ACQUISITION CORP. II
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Signatures
/s/ Michael L. Gravelle, Attorney-in-Fact for Austerlitz Acquisition Sponsor, LP II 02/25/2021
Signature of Reporting Person Date
/s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital AU, LP II 02/25/2021
Signature of Reporting Person Date
/s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital AU, Corp. II 02/25/2021
Signature of Reporting Person Date
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 02/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This form is being filed by the following reporting persons: Austerlitz Acquisition Sponsor, LP II ("Sponsor"), Trasimene Capital AU, LP II, Trasimene Capital AU, Corp. II, and William P. Foley, II (and together with the Sponsor, Trasimene Capital AU, LP II and Trasimene Capital AU, Corp. II, the "Reporting Persons"). Because of the relationships among the Reporting Persons, 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 Sponsor owns 29,496,429 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Shares") and 29,496,429 Class C Ordinary Shares, par value $0.0001 per share (the "Class C Shares"), of Austerlitz Acquisition Corporation II (the "Issuer"), including 3,857,143 Class B Ordinary Shares and 3,857,143 Class C Ordinary Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class B Ordinary Shares have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share, of the Issuer, and the Class C Ordinary Shares will be returned to the Issuer for cancellation in the event that they have not converted into Class A Ordinary Shares nine years after the initial business combination, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-252933).
( 3 )The sole general partner of the Sponsor is Trasimene Capital AU, LP II. Trasimene Capital AU, Corp. II is the sole general partner of Trasimene Capital AU, LP II. Mr. Foley is the sole shareholder of Trasimene Capital AU, Corp. II.
( 4 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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:
Exhibit 24.1 Power of AttorneyExhibit 99.1 Joint Filer Information

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