Sec Form 4 Filing - Peridot Acquisition Sponsor II, LLC @ Peridot Acquisition Corp. II - 2023-03-13

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
Peridot Acquisition Sponsor II, LLC
2. Issuer Name and Ticker or Trading Symbol
Peridot Acquisition Corp. II [ PDOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O PERIDOT ACQUISITION CORP. II, 2229 SAN FELIPE STREET, SUITE 1450
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2023
(Street)
HOUSTON, TX77019
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 ( 1 ) 03/13/2023 D( 2 )( 3 ) 10,121,368 ( 2 ) ( 3 ) ( 1 ) ( 1 ) Class A Ordinary Shares 10,121,368 $ 0 ( 2 ) ( 3 ) 0 D ( 2 ) ( 3 )
Class B Ordinary Shares ( 1 ) 03/13/2023 D( 4 ) 90,000 ( 4 ) ( 1 ) ( 1 ) Class A Ordinary Shares 90,000 $ 0 ( 4 ) 0 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peridot Acquisition Sponsor II, LLC
C/O PERIDOT ACQUISITION CORP. II
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X See Remarks
CEC AVENTURINE HOLDINGS, LLC
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CARNELIAN ENERGY CAPITAL III, L.P.
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CARNELIAN ENERGY CAPITAL GP III, L.P.
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CARNELIAN ENERGY CAPITAL HOLDINGS, LLC
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Ackerman Tomas
C/O PERIDOT ACQUISITION CORP. II
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X X
Goodman Daniel
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Levande Alan B
C/O PERIDOT ACQUISITION CORP. II
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
YEARWOOD JUNE
C/O PERIDOT ACQUISITION CORP. II
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Prochazka Scott M
C/O PERIDOT ACQUISITION CORP. II
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Signatures
/s/ See signatures included in Exhibit 99.1 03/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares ("Class B Shares") would have automatically converted into the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the subject holder, on a one-for-one basis, with no expiration date.
( 2 )In connection with the liquidation and dissolution of the Issuer, Peridot Acquisition Sponsor II, LLC ("Sponsor") surrendered to the Issuer, for no consideration, 10,121,368 Class B Shares directly held by Sponsor. CEC Aventurine Holdings, LLC ("Peridot Holdings") shares voting and/or dispositive control over the securities held by the Sponsor. Peridot Holdings is controlled by Carnelian Energy Capital III, L.P. ("Carnelian Fund III"), its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. ("Carnelian L.P.") and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC ("Carnelian Holdings"). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be
( 3 )(Continued from footnote 2) beneficially held by Peridot Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such reporting person under this Form 4 disclaims beneficial ownership of the Class B Shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B Shares covered by this Form 4.
( 4 )In connection with the liquidation and dissolution of the Issuer, each of Alan Levande, June Yearwood and Scott Prochazka surrendered to the Issuer, for no consideration, 30,000 Class B Shares directly held by such reporting persons.

Remarks:
This "Exit" Form 4 is filed to report that, following the Issuer's dissolution on March 13, 2023, each of the Reporting Persons is no longer subject to Section 16 reporting.

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).
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