Sec Form 3 Filing - Genesis Park II LP @ Genesis Park Acquisition Corp. - 2020-11-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Genesis Park II LP 2. Issuer Name and Ticker or Trading Symbol Genesis Park Acquisition Corp. [ GNPK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 EDWARDS STREET, SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 11/23/2020 (Street) HOUSTON, TX77007 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 4,312,500 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Genesis Park II LP 2000 EDWARDS STREET, SUITE B HOUSTON, TX77007 X X Genesis Park II GP LLC 2000 EDWARDS STREET, SUITE B HOUSTON, TX77007 X X Signatures Genesis Park II LP, By: Genesis Park II GP LLC, its General Partner, /s/ Paul W. Hobby, Name: Paul W. Hobby, Title: Authorized Signatory 11/23/2020 Signature of Reporting Person Date Genesis Park II GP LLC, /s/ Paul W. Hobby, Name: Paul W. Hobby, Title: Authorized Signatory 11/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-249066) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 562,000 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units. ( 2 )Shares held directly by Genesis Park Holdings (the "Sponsor"). Genesis Park II LP (the "Managing Member") is the managing member of the Sponsor, and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Genesis Park II GP LLC, which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks: Paul Hobby, a manager of Genesis Park II GP, LLC, serves on the board of directors of the issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, the reporting persons may be deemed directors by deputization by virtue of Mr. Hobby's service on the issuer's board of directors.

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 Number.