Elliott Investment Management L.P. - 29 Dec 2021 Form 4 Insider Report for Elliott Opportunity II Corp. (EOCW)

Role
10%+ Owner
Signature
Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President
Issuer symbol
EOCW
Transactions as of
29 Dec 2021
Net transactions value
$0
Form type
4
Filing time
26 Aug 2022, 17:43:47 UTC
Previous filing
23 Nov 2021
Next filing
02 Dec 2022
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EOCW Class B Ordinary Shares, par value $0.0001 per share Other +60,000 +0.4% 14,922,500 29 Dec 2021 Class A Ordinary Shares, par value $0.0001 per share 60,000 See footnote F1, F2, F4
transaction EOCW Class B Ordinary Shares, par value $0.0001 per share Other +37,500 +0.25% 14,960,000 26 Aug 2022 Class A Ordinary Shares, par value $0.0001 per share 37,500 See footnote F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-253328) (the "Registration Statement").
F2 Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Graham Smith in connection with his resignation from the board of directors of the Issuer (the "Board"), pursuant to the terms of such director's securities assignment agreement with Sponsor (as defined below).
F3 Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Charles Phillips in connection with his resignation from Board, pursuant to the terms of such director's securities assignment agreement with Sponsor.
F4 This Form 4 is being filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), with respect to securities held by Elliott Opportunity II Sponsor L.P., a Delaware limited partnership managed by affiliates of EIM ("Sponsor"). Elliott Opportunity II Sponsor GP LLC, a Delaware limited liability company ("Sponsor GP") is the general partner of Sponsor. Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), is the managing member of Sponsor GP and the sole member of Sponsor GP. EIM is the investment manager of Elliott International with respect to the Class B Ordinary Shares held by Sponsor. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.