Global Partner Sponsor II LLC - 05 Apr 2024 Form 4 Insider Report for Global Partner Acquisition Corp II (GPAC)

Role: 10%+ Owner
Signature: Global Partner Sponsor II LLC, by Chandra R. Patel, Manager /s/ Chandra R. Patel
Issuer symbol: GPAC
Transactions as of: 05 Apr 2024
Net transactions value: $0
Form type: 4
Filing time: 08 Apr 2024, 17:26:07 UTC
Previous filing: 14 Feb 2022
Next filing: 10 Jul 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPAC	Class A ordinary shares	Conversion of derivative security		+7,400,000			7,400,000	05 Apr 2024	Direct	F1, F2

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	GPAC	Class B ordinary shares	Conversion of derivative security	$0	-7,400,000	-99%	$0.000000	100,000	05 Apr 2024	Class A ordinary shares	7,400,000		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Class B ordinary share, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, or earlier at the option of the holder thereof, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-251558) filed with the Securities and Exchange Commission on January 8, 2021. The Class B Shares have no expiration date.
F2	Global Partner Sponsor II LLC, a Delaware limited liability company (the "Sponsor") is the record holder of the shares reported. Chandra R. Patel, Richard C. Davis and Jarett Goldman are the managers of the Sponsor and each has one vote. The approval of a majority is required to approve an action of the Sponsor. Under the so-called "rule of three", no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of the three managers will be deemed to have or share beneficial ownership of such securities. Each such person disclaims any such beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein, because voting and dispositive decisions requires the approval of a majority of the managers, and this report shall not be deemed an admission by any of the foregoing of beneficial ownership of such securities for purposes of Section 16 or for any other purpose.

Content

Each Class B ordinary share, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, or earlier at the option of the holder thereof, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-251558) filed with the Securities and Exchange Commission on January 8, 2021. The Class B Shares have no expiration date.

Global Partner Sponsor II LLC, a Delaware limited liability company (the "Sponsor") is the record holder of the shares reported. Chandra R. Patel, Richard C. Davis and Jarett Goldman are the managers of the Sponsor and each has one vote. The approval of a majority is required to approve an action of the Sponsor. Under the so-called "rule of three", no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of the three managers will be deemed to have or share beneficial ownership of such securities. Each such person disclaims any such beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein, because voting and dispositive decisions requires the approval of a majority of the managers, and this report shall not be deemed an admission by any of the foregoing of beneficial ownership of such securities for purposes of Section 16 or for any other purpose.