SEC Info - CC Neuberger Principal Holdings II Sponsor LLC - ‘3’ for 7/30/20 re: CC Neuberger Principal Holdings II

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^*

CC Neuberger Principal Holdings II Sponsor LLC

(Last)

(First)

(Middle)

C/O CC NEUBERGER PRINCIPAL HOLDINGS II

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
7/30/20

3. Issuer Name and Ticker or Trading Symbol
CC Neuberger Principal Holdings II [ PRPB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	22,170,000 ⁽²⁾	⁽¹⁾	D ⁽³⁾

Explanation of Responses:

(1) As described in the issuer's registration statement on Form S-1 (File No. 333-239875) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

(2) The Class B ordinary shares owned by the reporting person include up to 2,250,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

(3) This Form 3 is being filed by CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor"). There are four managers of Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regards to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Remarks:

Exhibit 24 - Power of Attorney

	CC Neuberger Principal Holdings II Sponsor LLC By: /s/ Douglas Newton, Attorney-in-Fact	7/30/20
	** 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).
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CC Neuberger Principal Holdings II Sponsor LLC – ‘3’ for 7/30/20 re: CC Neuberger Principal Holdings II

On: Thursday, 7/30/20, at 9:34pm ET · For: 7/30/20 · Accession #: 1104659-20-88603 · File #: 1-39410

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — tm2026063d8_3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

CC Neuberger Principal Holdings II Sponsor LLC – ‘3’ for 7/30/20 re: CC Neuberger Principal Holdings II

On: Thursday, 7/30/20, at 9:34pm ET · For: 7/30/20 · Accession #: 1104659-20-88603 · File #: 1-39410

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — tm2026063d8_3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents