Statement of Changes in Beneficial Ownership (4)
13 December 2022 - 9:52AM
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).
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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
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InterPrivate Acquisition Management II, LLC |
2. Issuer Name and Ticker or Trading Symbol
InterPrivate II Acquisition Corp.
[
IPVA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director by Deputization |
(Last)
(First)
(Middle)
C/O INTERPRIVATE II ACQUISITION CORP., 1350 AVENUE OF THE AMERICAS; 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2022 |
(Street)
NEW YORK, NY 10019
(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
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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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Common Stock | 12/8/2022 | | C | | 6348750 (1) | A | $0.00 | 6348750 | D (2)(3) | |
Common Stock | 12/8/2022 | | A | | 1708230 (4) | A | $0.00 | 1708230 | D (2)(3) | |
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 |
Warrants to Purchase Common Stock | $11.50 | 12/8/2022 | | A | | 3850000 (5) | | (5) | 12/8/2027 | Common Stock | 3850000 | $1.50 | 3850000 | D (2)(3) | |
Class B Common Stock | (1) | 12/8/2022 | | C | | | 6348750 | (1) | (1) | Common Stock | 6348750 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The shares of Class B common stock are convertible for shares of Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253188) (the "Registration Statement") and have no expiration date. On December 8, 2022, the Issuer consummated its initial business combination (the "Business Combination") with Getaround, Inc. ("Getaround"), a Delaware corporation. In connection with the Business Combination, each share of Class B Common Stock converted into one share of Common Stock. |
(2) | The securities are held directly by InterPrivate Acquisition Management II, LLC (the "Sponsor"). InterPrivate Capital LLC is the managing member of the Sponsor, InterPrivate LLC is the managing member of InterPrivate Capital LLC, and Ahmed Fattouh is the managing member of InterPrivate LLC. Ahmed Fattouh has sole voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Fattouh disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Sponsor is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interests. |
(4) | Shares were acquired upon consummation of the Business Combination for no additional consideration. |
(5) | The warrants were acquired by the Sponsor in connection with the Issuer's Initial Public Offering and become exercisable 30 days after the consummation of the Business Combination. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
InterPrivate Acquisition Management II, LLC C/O INTERPRIVATE II ACQUISITION CORP. 1350 AVENUE OF THE AMERICAS; 2ND FLOOR NEW YORK, NY 10019 | X |
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| Director by Deputization |
Fattouh Ahmed M C/O INTERPRIVATE II ACQUISITION CORP. 1350 AVENUE OF THE AMERICAS 2ND FLOOR NEW YORK, NY 10019 | X |
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Signatures
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/s/ Ahmend M. Fattouh as Managing Member of InterPrivate Acquisition Management II, LLC | | 12/12/2022 |
**Signature of Reporting Person | Date |
/s/ Ahmed M. Fattouh | | 12/12/2022 |
**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 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 control number. |
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