Tishman Speyer Innovation Corp II Form 3 Tishman Speyer Innovation Corp. II / Speyer Innovation Sponsor II, L.L.C. Tishman 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^*

Tishman Speyer Innovation Sponsor II, L.L.C.

(Last)

(First)

(Middle)

C/O TISHMAN SPEYER

ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)

NEW YORK

10111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
Tishman Speyer Innovation Corp. II [ TSIB ]

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

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

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	7,067,500⁽²⁾	⁽¹⁾	D⁽³⁾

1. Name and Address of Reporting Person^*

Tishman Speyer Innovation Sponsor II, L.L.C.

(Last)

(First)

(Middle)

C/O TISHMAN SPEYER

ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)

NEW YORK

10111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TISHMAN SPEYER PROPERTIES L P

(Last)

(First)

(Middle)

C/O TISHMAN SPEYER

ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)

NEW YORK

10111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tishman Speyer Properties, Inc.

(Last)

(First)

(Middle)

C/O TISHMAN SPEYER

ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)

NEW YORK

10111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Speyer Robert J.

(Last)

(First)

(Middle)

C/O TISHMAN SPEYER

ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)

NEW YORK

10111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Speyer Jerry I.

(Last)

(First)

(Middle)

C/O TISHMAN SPEYER

ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)

NEW YORK

10111

(City)

(State)

(Zip)

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, 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. The shares of Class B common stock beneficially owned by the reporting persons include up to 937,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. Represents 7,067,500 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. See Exhibits 24.1 and 24.2 - Powers of Attorney.

	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	02/11/2021
	Tishman Speyer Properties, L.P. By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary	02/11/2021
	Tishman Speyer Properties, Inc. By: /s/ Michael B. Benner, Vice President & Secretary	02/11/2021
	/s/ Melissa Chia as Attorney-in-Fact for Robert J. Speyer	02/11/2021
	/s/ Melissa Chia as Attorney-in-Fact for Jerry I. Speyer	02/11/2021
	** Signature of Reporting Person	Date
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Tishman Speyer Innovation Corp II (TSIB) Form 3Tishman Speyer Innovation Corp. II / Speyer Innovation Sponsor II, L.L.C. Tishman ownership change