Sec Form 4 Filing - COWEN INC. @ Fusion Acquisition Corp. II - 2023-09-01

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 COWEN INC. 2. Issuer Name and Ticker or Trading Symbol Fusion Acquisition Corp. II [ FSNB] 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) 599 LEXINGTON AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2023 (Street) NEW YORK, NY10022 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 Class A Common Stock 09/01/2023 J( 5 )( 6 ) 330,000 D $ 10.43 ( 5 ) 0 I ( 1 ) ( 2 ) ( 3 ) By Cowen and Company, LLC ( 1 ) ( 2 ) ( 3 ) Class A Common Stock 09/01/2023 J( 5 )( 6 ) 138,648 D $ 10.43 ( 5 ) 0 I ( 1 ) ( 2 ) ( 4 ) By Cowen Financial Products LLC ( 1 ) ( 2 ) ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COWEN INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Cowen Financial Products LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X COWEN AND COMPANY, LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Cowen Holdings, Inc. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X RCG LV Pearl LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Signatures Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer 09/06/2023 Signature of Reporting Person Date Cowen Financial Products LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 09/06/2023 Signature of Reporting Person Date Cowen and Company, LLC, By: Cowen Holdings, Inc., sole member, By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 09/06/2023 Signature of Reporting Person Date Cowen Holdings, Inc., By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 09/06/2023 Signature of Reporting Person Date RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 09/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Cowen Inc., Cowen Financial Products LLC ("Cowen Financial"), Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons"). ( 2 )Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. ( 3 )Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. ( 4 )Represents securities owned directly by Cowen Financial. RCG is the sole member of Cowen Financial. Cowen Inc. is the sole member of RCG. In such capacities, each of RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Financial, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. ( 5 )The Reporting Persons elected to redeem these shares of the Issuer's Class A Common Stock ("Shares") for cash in connection with the Issuer's special meeting of stockholders on 09/01/23. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.43 per Share. The Reporting Persons will file an amendment to this Form 4 to disclose the final redemption price if it is materially different from the estimated redemption price reported herein. ( 6 )Cowen and Company's election to redeem 36,400 Shares on 09/01/23 at the estimated redemption price of $10.43, as reported herein, was matchable under Section 16(b) of the Exchange Act with the purchases by Cowen and Company of 36,400 Shares at a price of $10.24 on 04/19/23. Cowen and Company has agreed to deliver a payment to the Issuer, which represents the full amount of the profit realized in connection with these short-swing transactions under Section 16(b) of the Exchange Act, once the final redemption price is known.

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).

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