Amended Statement of Changes in Beneficial Ownership (4/a)
04 Febbraio 2022 - 12:07AM
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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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
*
Revers Daniel R |
2. Issuer Name and Ticker or Trading Symbol
ArcLight Clean Transition Corp. II
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ACTDU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman |
(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 | I (3) | By ArcLight CTC Holdings II, L.P. |
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 ArcLight CTC Holdings II, L.P.'s ("Sponsor") as a result of the Sponsor's 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) | The securities reported herein are held directly by the Sponsor. The reporting person has voting and investment discretion with respect to the securities held by the the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
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 |
Revers Daniel R C/O ARCLIGHT CLEAN TRANSITION CORP. II 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02116 | X | X | Chairman |
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Signatures
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/s/ Daniel Revers | | 2/3/2022 |
**Signature of Reporting Person | Date |
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