Sec Form 4 Filing - Vector Acquisition Partners II, L.P. @ Vector Acquisition Corp II - 2023-03-04

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
Vector Acquisition Partners II, L.P.
2. Issuer Name and Ticker or Trading Symbol
Vector Acquisition Corp II [ VAQC]
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)
C/O VECTOR ACQUISITION CORPORATION II, ONE MARKET ST, STEUART TOWER, 23RD FL
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2023
(Street)
SAN FRANCISCO, CA94105
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 Ordinary Shares 03/04/2024 D 12,274,999 D 1 D ( 2 )
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
Vector Acquisition Partners II, L.P.
C/O VECTOR ACQUISITION CORPORATION II
ONE MARKET ST, STEUART TOWER, 23RD FL
SAN FRANCISCO, CA94105
X
Vector Capital Partners V, Ltd
C/O VECTOR ACQUISITION CORPORATION II
ONE MARKET ST, STEUART TOWER, 23RD FL
SAN FRANCISCO, CA94105
X
Slusky Alexander R
C/O VECTOR ACQUISITION CORPORATION II
ONE MARKET ST, STEUART TOWER 23RD FL
SAN FRANCISCO, CA94105
X X Chief Executive Officer
Signatures
VECTOR ACQUISITION PARTNERS II, L.P. By: Vector Capital Partners V, Ltd., its general partner By: /s/ Alex Slusky Name: Alex Slusky Title: Officer VECTOR CAPITAL PARTNERS V, LTD. By: /s/ Alex Slusky Name: Alex Slusky Title: Officer By: /s/ Alex Slusky 03/21/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities were surrendered for no consideration in connection with liquidation of the Issuer. Upon effectiveness of the Issuer's delisting and deregistration, the reporting persons will cease to have Section 16 reporting obligations.
( 2 )This Form 4 is being filed by Vector Acquisition Partners II, L.P. (the "Sponsor"), which is controlled by Vector Capital Partners V, Ltd. (the "General Partner"), its general partner. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by the General Partner. Alex Slusky, a director of the issuer, controls the Sponsor and the General Partner, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities of the reporting person. The General Partner and Mr. Slusky disclaim beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

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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