Sec Form 4 Filing - Gravelle Michael L @ Austerlitz Acquisition Corp II - 2021-03-03

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 Gravelle Michael L 2. Issuer Name and Ticker or Trading Symbol Austerlitz Acquisition Corp II [ ASZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O AUSTERLITZ ACQUISITION CORP II, 1701 VILLAGE CENTER CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2021 (Street) LAS VEGAS, NV89134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Ordinary Shares, par value $0.0001(1) 03/03/2021 P 50,000 ( 1 ) A 50,000 D

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 Warrants ( 1 ) ( 2 ) 03/03/2021 P 12,500 ( 1 ) ( 2 ) ( 2 ) Class A ordinary shares, par value $0.0001 12,500 ( 1 ) 12,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gravelle Michael L C/O AUSTERLITZ ACQUISITION CORP II 1701 VILLAGE CENTER CIRCLE LAS VEGAS, NV89134 See Remarks Signatures /s/ Michael L. Gravelle 03/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person purchased 50,000 units of Austerlitz Acquisition Corporation II (the "Issuer") in multiple transactions ranging from $10.165 to $10.22 per unit, inclusive, at a weighted average price of $10.18 per unit. Each unit consists of one Class A ordinary share of the Issuer, par value $0.0001 ("Ordinary Shares"), and one-fourth of one redeemable warrant. The Reporting Person undertakes to provide the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, upon request, the number of units purchased by the Reporting Person at each separate price within the range. ( 2 )Each whole warrant entitles the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-252933).

Remarks: General Counsel and Corporate Secretary

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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