Amended Statement of Changes in Beneficial Ownership (4/a)
04 February 2022 - 10:07AM
Edgar (US Regulatory)
FORM 4
[ ]
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 OF SECURITIES
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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
*
ArcLight CTC Holdings II, L.P. |
2. Issuer Name and Ticker or Trading Symbol
ArcLight Clean Transition Corp. II
[
ACTDU
]
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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 ARCLIGHT CLEAN TRANSITION CORP. II, 200 CLARENDON STREET, 55TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2021 |
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/10/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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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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 ordinary shares | (1) | 5/6/2021 | | J (1) | | | 127174 | (2) | (2) | Class A ordinary shares | 127174 | (2) | 7639076 | D (3) | |
Explanation of Responses: |
(1) | This Form 4 reflects the surrender to the issuer of 127,174 of the issuer's Class B ordinary shares, par value $0.0001 per share, for no consideration by the reporting person as a result of its participation in the issuer's initial public offering, as more fully described in the issuer's registration statement on Form S-1 (File No. 333-252730). |
(2) | As described in the issuer's registration statement on Form S-1 (File No. 333-252730) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(3) | This Form 4 is being filed by the reporting person. The reporting person is controlled by Daniel R. Revers. |
Remarks: This Form 4/A is only to conform the date of the earliest transaction and correct the reported amount of beneficial ownership following the reported transaction - beneficial ownership should have been reported as 7,639,076 - not 6,920,326 as reported on May 10, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ArcLight CTC Holdings II, L.P. C/O ARCLIGHT CLEAN TRANSITION CORP. II 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02116 |
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Signatures
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ArcLight CTC Holdings II, L.P., By: ACTC Holdings GP II,LLC, its general partner, /s/Daniel R. Revers | | 2/3/2022 |
**Signature of Reporting Person | Date |
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