Sec Form 3 Filing - G Squared Ascend Management II LLC @ G Squared Ascend II, Inc. - 2021-06-14

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
G Squared Ascend Management II LLC
2. Issuer Name and Ticker or Trading Symbol
G Squared Ascend II, Inc. [ GSQB]
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 G SQUARED ASCEND II INC., 205 N. MICHIGAN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/14/2021
(Street)
CHICAGO, IL60601
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 B Ordinary Shares ( 1 ) 3,593,750 ( 2 ) D
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
G Squared Ascend Manag ement II LLC
C/O G SQUARED ASCEND II INC.
205 N. MICHIGAN AVENUE
CHICAGO, IL60601
X
Signatures
/s/ Dan Espinoza, Attorney-in-Fact 06/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Issuer's Registration Statement on Form S-1 (File No. 333-253898) under the heading "Description of Securities," the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares of the Issuer at the time of the Issuer's initial business combination and have no expiration date. The shares reported herein include up to 468,750 Class B Ordinary Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full its option to purchase additional units, as described in the Registration Statement.
( 2 )G Squared Ascend Management II, LLC (the "Sponsor") is the record holder of the shares reported herein. The Sponsor is governed by three managers, Larry Aschebrook, Ward Davis and Tom Hoban. Messrs. Aschebrook, Davis and Hoban have shared voting and investment power over the shares held by the Sponsor, and disclaim beneficial ownership of the shares held by the Sponsor except to the extent of their pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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