Sec Form 4 Filing - InterPrivate Acquisition Management II, LLC @ InterPrivate II Acquisition Corp. - 2022-12-08

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
InterPrivate Acquisition Management II, LLC
2. Issuer Name and Ticker or Trading Symbol
InterPrivate II Acquisition Corp. [ IPVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
C/O INTERPRIVATE II ACQUISITION CORP., 1350 AVENUE OF THE AMERICAS; 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2022
(Street)
NEW YORK, NY10019
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
Common Stock 12/08/2022 C 6,348,750( 1 ) A $ 0 6,348,750 D( 2 )( 3 )
Common Stock 12/08/2022 A 1,708,230( 4 ) A $ 0 1,708,230 D( 2 )( 3 )
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 to Purchase Common Stock $ 11.5 12/08/2022 A 3,850,000( 5 ) ( 5 ) 12/08/2027 Common Stock 3,850,000 $ 1.5 3,850,000 D( 2 )( 3 )
Class B Common Stock ( 1 ) 12/08/2022 C 6,348,750 ( 1 ) ( 1 ) Common Stock 6,348,750 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
InterPrivate Acquisition Management II, LLC
C/O INTERPRIVATE II ACQUISITION CORP.
1350 AVENUE OF THE AMERICAS; 2ND FLOOR
NEW YORK, NY10019
X Director by Deputization
Fattouh Ahmed M
C/O INTERPRIVATE II ACQUISITION CORP.
1350 AVENUE OF THE AMERICAS 2ND FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Ahmend M. Fattouh as Managing Member of InterPrivate Acquisition Management II, LLC 12/12/2022
Signature of Reporting Person Date
/s/ Ahmed M. Fattouh 12/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B common stock are convertible for shares of Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253188) (the "Registration Statement") and have no expiration date. On December 8, 2022, the Issuer consummated its initial business combination (the "Business Combination") with Getaround, Inc. ("Getaround"), a Delaware corporation. In connection with the Business Combination, each share of Class B Common Stock converted into one share of Common Stock.
( 2 )The securities are held directly by InterPrivate Acquisition Management II, LLC (the "Sponsor"). InterPrivate Capital LLC is the managing member of the Sponsor, InterPrivate LLC is the managing member of InterPrivate Capital LLC, and Ahmed Fattouh is the managing member of InterPrivate LLC. Ahmed Fattouh has sole voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Fattouh disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 3 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Sponsor is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interests.
( 4 )Shares were acquired upon consummation of the Business Combination for no additional consideration.
( 5 )The warrants were acquired by the Sponsor in connection with the Issuer's Initial Public Offering and become exercisable 30 days after the consummation of the Business Combination.

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