Sec Form 4 Filing - Smith Stephen C @ Seaport Global Acquisition II Corp. - 2023-02-14

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
Smith Stephen C
2. Issuer Name and Ticker or Trading Symbol
Seaport Global Acquisition II Corp. [ SGII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
360 MADISON AVENUE, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2023
(Street)
NEW YORK, NY10017
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 A common stock, $0.0001 par value 02/16/2023 C( 1 ) 3,393,750 A $ 0 3,393,750 I ( 2 ) ( 3 ) See Footnotes
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 $ 0 02/14/2023 G( 4 ) V 200,000 ( 1 ) ( 1 ) Class A Common Stock 200,000 $ 0 ( 1 ) 3,393,750 I See Footnotes ( 2 ) ( 3 )
Class B Common Stock $ 0 02/16/2023 C( 1 ) 3,393,750 ( 1 ) ( 1 ) Class A Common Stock 3,393,750 $ 0 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Stephen C
360 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10017
X X Chief Executive Officer
Signatures
By: /s/ Stephen Smith 02/16/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on February 15, 2023, the Issuer's amended and restated certificate of incorporation was amended to provide that the shares of Class B common stock may be converted into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder. On February 14, 2023, Seaport Global SPACII, LLC (the "Sponsor") elected to convert its shares of Class B common stock into shares of Class A common stock.
( 2 )The Sponsor is the record holder of the shares of common stock reported herein. Seaport Global Asset Management, LLC ("SGAM") is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held of record by the Sponsor. Stephen C. Smith is the Chief Executive Officer of SGAM. SGAM is wholly-owned by Seaport Global Holdings ("SGH"), which is owned by Mr. Smith, Michael Meagher and Michael Meyer. Each of SGAM, SGH, and Messrs. Smith, Meagher and Meyer disclaim beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
( 3 )Mr. Smith has an indirect pecuniary interest in shares of Class B common stock of the issuer through membership interests in Seaport Global SPAC II, LLC, over which Mr. Smith does not have voting or dispositive control.
( 4 )On February 14, 2023, the Sponsor contributed 200,000 shares of Class B Common Stock to the Issuer's IPO Trust Account, for the benefit of the public shares that were not redeemed by the public shareholders in connection with the special meeting of shareholders held on February 13, 2023.

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