Sec Form 4 Filing - Citadel GP LLC @ Motive Capital Corp II - 2022-09-09

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
Citadel GP LLC
2. Issuer Name and Ticker or Trading Symbol
Motive Capital Corp II [ MTVC]
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)
131 S. DEARBORN ST., 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2022
(Street)
CHICAGO, IL60603
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
Class A ordinary shares 09/09/2022 P 1,700 A $ 10.02 970,932 I see footnotes( 1 )( 2 )( 6 )
Class A ordinary shares 09/09/2022 S 1,700 D $ 10.0206 969,232 I see footnotes( 1 )( 3 )( 6 )
Class A ordinary shares 09/12/2022 J( 4 ) 968,900 D 332 I see footnotes( 1 )( 4 )( 6 )
Class A ordinary shares 2,500,000 I see footnotes( 5 )( 6 )
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
Citadel GP LLC
131 S. DEARBORN ST.
32ND FLOOR
CHICAGO, IL60603
X
CITADEL ADVISORS HOLDINGS LP
131 S. DEARBORN ST.
32ND FLOOR
CHICAGO, IL60603
X
CITADEL ADVISORS LLC
131 S. DEARBORN ST.
32ND FLOOR
CHICAGO, IL60603
X
Citadel Securities GP LLC
131 S. DEARBORN ST.
32ND FLOOR
CHICAGO, IL60603
X
CITADEL SECURITIES LLC
131 S. DEARBORN STREET
32ND FLOOR
CHICAGO, IL60603
X
GRIFFIN KENNETH C
C/O CITADEL GP LLC
131 S. DEARBORN STREET, 32ND FL
CHICAGO, IL60603
X
Signatures
/s/ Sean McHugh, Authorized Signatory for Citadel GP LLC 09/13/2022
Signature of Reporting Person Date
/s/ Sean McHugh, Authorized Signatory for Citadel Advisors Holdings LP 09/13/2022
Signature of Reporting Person Date
/s/ Sean McHugh, Authorized Signatory for Citadel Advisors LLC 09/13/2022
Signature of Reporting Person Date
/s/ Guy Miller, Authorized Signatory for Citadel Securities GP LLC 09/13/2022
Signature of Reporting Person Date
/s/ Guy Miller, Authorized Signatory for Citadel Securities LLC 09/13/2022
Signature of Reporting Person Date
/s/ Sean McHugh, Authorized Signatory for Kenneth Griffin* 09/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This security is owned by Citadel Securities LLC ("CS"). CS is a registered broker-dealer. Citadel Securities Group LP ("CALC4") is the non-member manager of CS. Citadel Securities GP LLC ("CSGP") is the general partner of CALC4.
( 2 )This price represents the weighted average purchase price. The purchase prices for these transactions ranged from $10.01 to $10.03 per share. The Reporting Persons undertake to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 3 )This price represents the weighted average sale price. The sale prices for these transactions ranged from $10.01 to $10.03 per share. The Reporting Persons undertake to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 4 )This transaction represents the return of borrowed securities to the securities lender.
( 5 )This security is owned by Citadel Multi-Strategy Equities Master Fund Ltd. ("CM"). Citadel Advisors LLC ("Citadel Advisors") is the portfolio manager for CM. Citadel Advisors is a registered investment adviser. Citadel Advisors Holdings LP ("CAH") is the sole member of Citadel Advisors. Citadel GP LLC ("CGP") is the general partner of CAH.
( 6 )Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

Remarks:
Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. The Reporting Persons intend to reimburse the issuer for the short swing profits with respect to the trades reported herein in accordance with Section 16 of the Securities and Exchange Act of 1934. The Reporting Persons estimate the short swing profits for the transactions above to be less than $20.00. * Sean McHugh is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Gores Holdings VIII, Inc. on March 18, 2022.

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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