Sec Form 3 Filing - Level Field Capital II, LLC @ LF Capital Acquisition Corp. II - 2021-11-16

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
Level Field Capital II, LLC
2. Issuer Name and Ticker or Trading Symbol
LF Capital Acquisition Corp. II [ LFACU]
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 LF CAPITAL ACQUISITION CORP. II, 1909 WOODALL RODGERS FREEWAY, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2021
(Street)
DALLAS, TX75201
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 Common Stock, par value $0.0001 per share ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, par value $0.0001 per share 6,468,750( 1 ) D( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Level Field Capital II, LLC
C/O LF CAPITAL ACQUISITION CORP. II
1909 WOODALL RODGERS FREEWAY, SUITE 500
DALLAS, TX75201
X
Level Field Partners II, LLC
C/O LF CAPITAL ACQUISITION CORP. II
1909 WOODALL RODGERS FREEWAY, SUITE 500
DALLAS, TX75201
X
Level Field Management II, LLC
C/O LF CAPITAL ACQUISITION CORP. II
1909 WOODALL RODGERS FREEWAY, SUITE 500
DALLAS, TX75201
X
Farhat Elias
C/O LF CAPITAL ACQUISITION CORP. II
1909 WOODALL RODGERS FREEWAY, SUITE 500
DALLAS, TX75201
X X EXECUTIVE CHAIRMAN
Traboulsi Djemi
C/O LF CAPITAL ACQUISITION CORP. II
1909 WOODALL RODGERS FREEWAY, SUITE 500
DALLAS, TX75201
X X
Signatures
/s/ Elias Farhat, Authorized Signatory for the Sponsor, Level Field Partners and Level Field Management 11/16/2021
Signature of Reporting Person Date
/s/ Djemi Traboulsi, Authorized Signatory for the Sponsor, Level Field Partners and Level Field Management 11/16/2021
Signature of Reporting Person Date
/s/ Elias Farhat 11/16/2021
Signature of Reporting Person Date
/s/ Djemi Traboulsi 11/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Level Field Capital II, LLC (the "Sponsor") directly owns 6,468,750 shares of Class B common stock, par value $0.0001 per share (the "Class B Shares"), of LF Capital Acquisition Corp. II (the "Issuer"), including 843,750 Class B Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class B Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-260541).
( 2 )Level Field Partners II, LLC ("Level Field Partners") is the managing member of the Sponsor. Level Field Management II, LLC ("Level Field Management") is the managing member of Level Field Partners. Level Field Management is managed by its two members, Elias Farhat and Djemi Traboulsi. As such, Mr. Farhat and Mr. Traboulsi may be deemed to share beneficial ownership of the Class B Shares held directly by the Sponsor. Mr. Farhat and Mr. Traboulsi disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:
Exhibit 24.1 Power of Attorney

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