Statement of Changes in Beneficial Ownership (4)
31 March 2021 - 9:01AM
Edgar (US Regulatory)
FORM 4
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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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OMB APPROVAL
OMB Number:
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
*
Tishman Speyer Innovation Sponsor II, L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
Tishman Speyer Innovation Corp. II
[
TSIB
]
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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 TISHMAN SPEYER, ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/28/2021 |
(Street)
NEW YORK, NY 10111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ 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 common stock | (1) | 3/28/2021 | | J (2) | | | 1125000 | (1) | (1) | Class A common stock | 1125000 | (2) | 7356000 | D (3) | |
Explanation of Responses: |
(1) | As described in the issuer's registration statement on Form S-1 (File No. 333-252423), the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, 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 stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(2) | Forfeiture to the issuer for no consideration because the underwriters for the issuer's initial public offering did not fully exercise the over-allotment option. |
(3) | Represents 7,356,000 shares of Class B common stock directly held by Tishman Speyer Innovation Sponsor II, L.L.C. (the "Sponsor"). The manager of the Sponsor is Tishman Speyer Properties, L.P. ("Tishman Speyer"). The general partner of Tishman Speyer is Tishman Speyer Properties, Inc. ("Tishman Speyer GP"). Robert J. Speyer, Chairman and Chief Executive Officer of the issuer, and Jerry I. Speyer are the co-trustees of a voting trust that holds all voting common stock in Tishman Speyer GP and therefore may be deemed to share voting and investment power with respect to the securities subject to this report. Each of the reporting persons disclaims any beneficial ownership of the securities subject to this report, except to the extent of any pecuniary interest therein. |
Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the reporting persons to the issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tishman Speyer Innovation Sponsor II, L.L.C. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY 10111 |
| X |
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TISHMAN SPEYER PROPERTIES L P C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY 10111 |
| X |
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Tishman Speyer Properties, Inc. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY 10111 |
| X |
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Speyer Robert J. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY 10111 | X | X | Chief Executive Officer |
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Speyer Jerry I. C/O TISHMAN SPEYER ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA NEW YORK, NY 10111 |
| X |
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Signatures
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Tishman Speyer Innovation Sponsor II, L.L.C. By: Tishman Speyer Properties, L.P., its manager By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary | | 3/30/2021 |
**Signature of Reporting Person | Date |
Tishman Speyer Properties, L.P. By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary | | 3/30/2021 |
**Signature of Reporting Person | Date |
Tishman Speyer Properties, Inc. By: /s/ Michael B. Benner, Vice President & Secretary | | 3/30/2021 |
**Signature of Reporting Person | Date |
/s/ Melissa Chia as Attorney-in-Fact for Robert J. Speyer | | 3/30/2021 |
**Signature of Reporting Person | Date |
/s/ Melissa Chia as Attorney-in-Fact for Jerry I. Speyer | | 3/30/2021 |
**Signature of Reporting Person | Date |
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