Sec Form 3/A Filing - XPDI Sponsor II LLC @ Power & Digital Infrastructure Acquisition II Corp. - 2021-12-14

FORM 3/A 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 XPDI Sponsor II LLC 2. Issuer Name and Ticker or Trading Symbol Power & Digital Infrastructure Acquisition II Corp. [ XPDB] 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) 321 NORTH CLARK STREET, SUITE 2440 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2021 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 12/09/2021 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 ( 1 ) ( 1 ) ( 1 ) Class A common stock 7,097,500( 2 ) D( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other XPDI Sponsor II LLC 321 NORTH CLARK STREET, SUITE 2440 CHICAGO, IL60654 X Transition Equity Partners, LLC 58 INDIAN HILL RD WINNETKA, IL60093 Managing Member XMS XPDI Sponsor II Holdings LLC 321 NORTH CLARK STREET, SUITE 2440 CHICAGO, IL60654 Managing Member EILERS PATRICK C 58 INDIAN HILL RD WINNETKA, IL60093 X Brombach Theodore J 321 NORTH CLARK STREET, SUITE 2440 CHICAGO, IL60654 X Signatures /s/ See signatures included in Exhibit 99.1 12/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 2 )The shares of Class B common stock beneficially owned by the reporting person include up to 937,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. ( 3 )This Form 3 amendment is being filed by XPDI Sponsor II LLC (the "Sponsor") to amend the original Form 3 filed on December 9, 2021 solely to include Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") as reporting persons and signatories. The original Form 3 included correct beneficial ownership information in the footnotes, however it did not include TEP and XMS XPDI Holdings as reporting persons and signatories. The Sponsor is controlled by its managing members, TEP and XMS XPDI Holdings. Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 3.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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