| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/25/2021 |
3. Issuer Name and Ticker or Trading Symbol
Austerlitz Acquisition Corp II [ ASZ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares, par value $0.0001 | (2) | (2) | Class A Ordinary Shares, par value $0.0001 | 29,496,429 | (2) | D(1)(2)(3)(4) | |
| Class C Ordinary Shares, par value $0.0001 | (2) | (2) | Class A Ordinary Shares, par value $0.0001 | 29,496,429 | (2) | D(1)(2)(3)(4) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This form is being filed by the following reporting persons: Austerlitz Acquisition Sponsor, LP II ("Sponsor"), Trasimene Capital AU, LP II, Trasimene Capital AU, Corp. II, and William P. Foley, II (and together with the Sponsor, Trasimene Capital AU, LP II and Trasimene Capital AU, Corp. II, the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 2. The Sponsor owns 29,496,429 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Shares") and 29,496,429 Class C Ordinary Shares, par value $0.0001 per share (the "Class C Shares"), of Austerlitz Acquisition Corporation II (the "Issuer"), including 3,857,143 Class B Ordinary Shares and 3,857,143 Class C Ordinary Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class B Ordinary Shares have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share, of the Issuer, and the Class C Ordinary Shares will be returned to the Issuer for cancellation in the event that they have not converted into Class A Ordinary Shares nine years after the initial business combination, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-252933). |
| 3. The sole general partner of the Sponsor is Trasimene Capital AU, LP II. Trasimene Capital AU, Corp. II is the sole general partner of Trasimene Capital AU, LP II. Mr. Foley is the sole shareholder of Trasimene Capital AU, Corp. II. |
| 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information |
| /s/ Michael L. Gravelle, Attorney-in-Fact for Austerlitz Acquisition Sponsor, LP II | 02/25/2021 | |
| /s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital AU, LP II | 02/25/2021 | |
| /s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital AU, Corp. II | 02/25/2021 | |
| /s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II | 02/25/2021 | |
| ** 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 5 (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. | ||