Sec Form 3 Filing - Avista Acquisition GP LLC II @ Avista Public Acquisition Corp. II - 2021-08-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Avista Acquisition GP LLC II
2. Issuer Name and Ticker or Trading Symbol
Avista Public Acquisition Corp. II [ AHPA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Joint Filer Information
(Last) (First) (Middle)
C/O 65 EAST 55TH STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2021
(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
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, par value $0.0001 per share ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 5,645,000 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Avista Acquisition GP LLC II
C/O 65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X See Joint Filer Information
Avista Acquisition LP II
65 EAST 55TH STREET 18TH FLOOR
NEW YORK, NY10022
X
Dean Thompson
65 EAST 55TH STREET 18TH FLOOR
NEW YORK, NY10022
X X
Burgstahler David F
65 EAST 55TH STREET 18TH FLOOR
NEW YORK, NY10022
X X President, CEO
Signatures
See Exibit 99.1 for signatures incorporated herein 08/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Avista Acquisition LP II ("Sponsor") directly owns Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of Avista Public Acquisition Corp. II (the "Issuer"), including 750,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Memordandum and Articles of Association of the Issuer, the Class B Ordinary Shares have no expiration date and will automatically convert into Class A ordinary shares, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment.
( 2 )This statement is being filed by the following Reporting Persons: Avista Acquisition LP II; is Avista Acquisition GP LLC II, a Cayman Islands limited partnership ("GP"), which is the general partner of Sponsor;. Thompson Dean and David Burgstahler, who are the managers of GP (and, together with Sponsor and GP, Messrs. Dean and Burgstahler are the "Reporting Persons").
( 3 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 4 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference. See Exhibit 24.1 - Power of Attorney

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