Sec Form 4 Filing - Gamero Luis Rodrigo Clemente @ LIV Capital Acquisition Corp. II - 2022-08-16

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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
Gamero Luis Rodrigo Clemente
2. Issuer Name and Ticker or Trading Symbol
LIV Capital Acquisition Corp. II [ LIVB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O LIV CAP,TORRE VIRREYES, PEDREGAL #24, PISO 6-601, COL. MOLINO DEL REY
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2022
(Street)
CIUDAD DE MEXICO, O5CP11040
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
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 S Unit ( 1 ) 08/16/2022 J( 1 ) 31,019 ( 1 ) ( 1 ) Class B Ordinary Shares 31,019 ( 1 ) 31,019 D
Class S Unit ( 2 ) 08/16/2022 C( 2 ) 31,019 ( 2 ) ( 2 ) Class B Ordinary Shares 31,019 ( 2 ) 0 D
Class B Ordinary Shares ( 2 ) 08/16/2022 C( 2 ) 31,019 ( 2 ) ( 2 ) Class A Ordinary Shares 31,019 ( 2 ) 31,019 D
Class B Ordinary Shares ( 2 ) 08/16/2022 J( 2 ) 31,019 ( 2 ) ( 2 ) Class A Ordinary Shares 31,019 ( 2 ) 0 D
Promissory Note (right to acquire) ( 2 )( 3 ) 08/16/2022 J( 2 )( 3 ) 31,019 ( 2 )( 3 ) ( 2 )( 3 ) Class A Ordinary Shares 31,019 ( 2 )( 3 ) 31,019 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gamero Luis Rodrigo Clemente
C/O LIV CAP,TORRE VIRREYES, PEDREGAL #24
PISO 6-601, COL. MOLINO DEL REY
CIUDAD DE MEXICO, O5CP11040
Chief Financial Officer
Signatures
/s/ Mariana Romero, as attorney-in-fact for Luis Rodrigo Clemente Gamero 08/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 17, 2022, LIV Capital Acquisition Corp. II (the "Issuer"), Covalto Ltd. ("Covalto") and Covalto Merger Sub Ltd. entered into a Business Combination Agreement (the "Agreement"). In connection with, and prior to, the execution of the Agreement, LIV Capital Acquisition Sponsor II, L.P. (the "Sponsor") granted to the Reporting Person Class S Units representing a right to receive Class B Ordinary Shares.
( 2 )In connection with the execution of the Agreement, the Issuer, Sponsor and certain limited partners entered into a redemption agreement on August 16, 2022 (the "Redemption Agreement"). Pursuant to the Redemption Agreement, prior to the execution of the Agreement, the Sponsor withdrew the Reporting Person's Class S Units in exchange for Class B Ordinary Shares (the "Withdrawal"). Following the Withdrawal, the Issuer repurchased each Class B Ordinary Share in exchange for a promissory note in the amount of $270.91 (the "Promissory Note").
( 3 )In connection with the execution of the Agreement, Issuer, Sponsor, Covalto and certain limited partners entered into a contribution agreement on August 17, 2022 (the "Contribution Agreement"). Pursuant to the Contribution Agreement, following the closing of the transactions set forth in the Agreement (the "Closing"), the Reporting Person will contribute the Promissory Note to Covalto as full and adequate consideration for Class A Ordinary Shares. Following the Closing, Covalto will contribute the Promissory Note to the Issuer in exchange for Class A Ordinary Shares and the Promissory Note will be cancelled.

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