You Harry L. Form 3 dMY Technology Group, Inc. II / Harry L. You ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

dMY Sponsor II, LLC

(Last)

(First)

(Middle)

C/O DMY TECHNOLOGY GROUP, INC. II

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2020

3. Issuer Name and Ticker or Trading Symbol
dMY Technology Group, Inc. II [ DMYD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,825,000	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

dMY Sponsor II, LLC

(Last)

(First)

(Middle)

C/O DMY TECHNOLOGY GROUP, INC. II

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

You Harry L.

(Last)

(First)

(Middle)

C/O DMY TECHNOLOGY GROUP, INC. II

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-239508) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 900,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. dMY Sponsor II, LLC is the record holder of the securities reported herein. Harry L. You is the manager of dMY Sponsor II, LLC and has voting and investment discretion with respect to the securities held of record by dMY Sponsor II, LLC.

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. See Exhibits 24.1 and 24.2 - Powers of Attorney.

	/s/ Christina Min, Attorney-in-Fact for dMY Sponsor II, LLC	08/13/2020
	/s/ Christina Min, Attorney-in-Fact for Harry L. You	08/13/2020
	** 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 5 (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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You Harry L. Form 3dMY Technology Group, Inc. II / Harry L. You ownership change