Statement of Changes in Beneficial Ownership (4)
02 Maio 2023 - 5:14PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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CIIG Management II LLC |
2. Issuer Name and Ticker or Trading Symbol
CIIG Capital Partners II, Inc.
[
CIIG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ZAPP ELECTRIC VEHICLES, INC., 40 WEST 57TH STREET, 29TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/28/2023 |
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(Street)
NEW YORK, NY 10019 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 4/28/2023 | | C | | 6971875 (1) | A | (1) | 6971875 (2) | D | |
| Class A Common Stock | 4/28/2023 | | J | | 6971875 (1) | D | (1) | 0 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 Common Stock | (1) | 4/28/2023 | | S | | | 215625 | (3) | (3) | Class A Common Stock | 215625 | $0.0035 | 6971875 | D | |
| Class B Common Stock | (1) | 4/28/2023 | | C (1) | | | 6971875 | (3) | (3) | Class A Common Stock (3) | 6971875 (2) | (3) | 0 | D | |
| Warrants | (4) | 4/28/2023 | | J (5) | | | 10052083 (4) | (4) | (4) | Class A Common Stock | 10052083 (2) | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | Represents shares of Class B Common Stock that converted into shares of Class A Common Stock of Zapp Electric Vehicles, Inc. (f/k/a CIIG Capital Partners II, Inc.) (the "Issuer") in connection with the business combination between the Issuer, Zapp Electric Vehicles Limited, Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Zapp"), and the other parties thereto (the "Business Combination") and were disposed of pursuant to that agreement in exchange for ordinary shares of Zapp. |
| (2) | The holder of record of these shares is CIIG Management II LLC. F. Peter Cuneo, Gavin Cuneo and Michael Minnick are the managing members of CIIG Management II LLC. As such, they may be deemed to have or share voting and dispositive power of the shares. |
| (3) | The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement"). |
| (4) | The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of Zapp in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of Zapp at a price of $11.50 per share (subject to adjustment). |
| (5) | Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of Zapp in connection with the Business Combination. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CIIG Management II LLC
C/O ZAPP ELECTRIC VEHICLES, INC.
40 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY 10019 |
| X |
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CUNEO F PETER
C/O ZAPP ELECTRIC VEHICLES, INC.
40 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY 10019 |
| X |
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Cuneo Gavin
C/O ZAPP ELECTRIC VEHICLES, INC.
40 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY 10019 |
| X |
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Minnick Michael
C/O ZAPP ELECTRIC VEHICLES, INC.
40 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY 10019 |
| X |
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Signatures
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| /s/ Gavin Cuneo, Managing Member | | 5/2/2023 |
| **Signature of Reporting Person | Date |
| /s/ Gavin Cuneo | | 5/2/2023 |
| **Signature of Reporting Person | Date |
| /s/ F. Peter Cuneo | | 5/2/2023 |
| **Signature of Reporting Person | Date |
| /s/ Michael Minnick | | 5/2/2023 |
| **Signature of Reporting Person | Date |
| 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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