Alex Serge Vieux Form 4 Carney Technology Acquisition Corp. II / Steven C. Fletcher ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carney Technology Sponsor II LLC

(Last)

(First)

(Middle)

533 AIRPORT BLVD, SUITE 400

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Carney Technology Acquisition Corp. II [ CTAQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/14/2020		J⁽¹⁾		900,000	A	$10	900,000	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Carney Technology Sponsor II LLC

(Last)

(First)

(Middle)

533 AIRPORT BLVD, SUITE 400

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Explorer Parent LLC

(Last)

(First)

(Middle)

533 AIRPORT BLVD, SUITE 400

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Founder Holdings LLC

(Last)

(First)

(Middle)

533 AIRPORT BLVD, SUITE 400

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fletcher Steven C.

(Last)

(First)

(Middle)

533 AIRPORT BLVD, SUITE 400

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VIEUX ALEX SERGE

(Last)

(First)

(Middle)

533 AIRPORT BLVD, SUITE 400

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

Explanation of Responses:

1. Consists of 900,000 placement units purchased by Carney Technology Sponsor II LLC ("Sponsor") for $10.00 per unit in a private placement transaction with the Issuer. Each such unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

2. Sponsor is the record holder of the securities reported herein. Alex Vieux and Steven Fletcher are managing members of Sponsor and of Founder Holdings LLC, which is the managing member of Explorer Parent LLC, which is a member of Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

	CARNEY TECHNOLOGY SPONSOR II LLC By: /s/ Steven Fletcher, a managing member	12/16/2020
	EXPLORER PARENT LLC By: /s/ Steven Fletcher, a managing member, By: /s/ Alex Vieux, a managing member	12/16/2020
	FOUNDER HOLDINGS LLC By: /s/ Steven Fletcher, a managing member, By: /s/ Alex Vieux, a managing member	12/16/2020
	/s/ Steven Fletcher	12/16/2020
	/s/ Alex Vieux	12/16/2020
	** 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.
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Alex Serge Vieux Form 4Carney Technology Acquisition Corp. II / Steven C. Fletcher ownership change