Sec Form 3 Filing - LIV Capital Acquisition Sponsor II, L.P. @ LIV Capital Acquisition Corp. II - 2022-02-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
LIV Capital Acquisition Sponsor II, L.P.
2. Issuer Name and Ticker or Trading Symbol
LIV Capital Acquisition Corp. II [ LIVB]
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)
C/O LIVCAP, TORRE VIRREYES, PEDREGAL #24, PISO 6-601, COL. MOLINO DEL REY
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2022
(Street)
CIUDAD DE MEXICO, O5CP11040
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 B Ordinary Shares 2,862,500( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director < /td> 10% Owner Officer Other
LIV Capital Acquisition Sponsor II, L.P.
C/O LIVCAP, TORRE VIRREYES, PEDREGAL #24
PISO 6-601, COL. MOLINO DEL REY
CIUDAD DE MEXICO, O5CP11040
X
LIV Sponsor II GP, LLC
TORRE VIRREYES, PEDREGAL NO. 24
PISO 6 - 601, COL. MOLINO DEL REY
MEXICO CITY, O5CP 11040
X
Signatures
/s/ Mariana Romero, as attorney-in-fact for LIV Capital Acquisition Sponsor II, L.P. and LIV Sponsor II GP, LLC 02/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-261950) under the heading "Description of Securities - Founders Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares on the first day following the completion of the issuer's initial business combination on a one-for-one basis, subject to adjustment in accordance with certain anti-dilution rights and have no expiration date.
( 2 )These shares represent Class B ordinary shares held by LIV Capital Acquisition Sponsor II, L.P., acquired pursuant to a subscription agreement by and between LIV Capital Acquisition Sponsor II, L.P. and the issuer. The Class B ordinary shares owned by LIV Capital Acquisition Sponsor II, L.P. includes 2,500,000 shares issued in connection with the completion of the issuer's initial public offering and an additional 362,500 shares issued following the underwriters' partial exercise of the over-allotment option as described in the issuer's registration statement. These shares are owned directly by LIV Capital Acquisition Sponsor II, L.P., LIV Sponsor II GP, LLC is the sole general partner of LIV Capital Acquisition Sponsor II, L.P.

Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney

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.