Sec Form 3 Filing - CGC II Sponsor LLC @ Cartesian Growth Corp II - 2022-05-05

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
CGC II Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Cartesian Growth Corp II [ RENE]
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)
505 FIFTH AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2022
(Street)
NEW YORK, NY10017
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 ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 5,750,000( 2 )( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CGC II Sponsor LLC
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Pangaea Three-B, LP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Yu Peter
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X X See Remarks
Signatures
/s/ Adam Namoury, Attorney-in-Fact 05/05/2022
Signature of Reporting Person Date
/s/ Adam Namoury, Attorney-in-Fact 05/05/2022
Signature of Reporting Person Date
/s/ Adam Namoury, Attorney-in-Fact 05/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares (the "Class B Shares") have no expiration date and will automatically convert into Class A ordinary shares at the time of the initial business combination of Cartesian Growth Corporation II (the "Issuer"), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-261866).
( 2 )Includes up to 750,000 Class B Shares subject to forfeiture by CGC II Sponsor LLC (the "Sponsor") depending on the extent to which the underwriters' option to purchase additional units is exercised.
( 3 )Represents 5,650,000 Class B Shares held by the Sponsor and 100,000 founder shares held by CGC II Sponsor DirectorCo LLC ("DirectorCo") for the benefit of the Issuer's independent directors. The sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class B Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class B Shares. Mr. Yu disclaims beneficial ownership of the Class B Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.

Remarks:
Chairman of the Board of Directors and Chief Executive OfficerSee Exhibit 24.1 - Power of AttorneySee Exhibit 24.2 - Power of AttorneySee Exhibit 24.3 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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