Austerlitz Acquisition Corp II Form 3 / Mark David Linehan 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^*

Linehan Mark David

(Last)

(First)

(Middle)

C/O AUSTERLITZ ACQUISITION CORP II

1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS

89134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2021

3. Issuer Name and Ticker or Trading Symbol
Austerlitz Acquisition Corp II [ ASZ ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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 Ordinary Shares, par value $0.0001	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001	25,000	⁽¹⁾	D
Class C Ordinary Shares, par value $0.0001	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001	25,000	⁽¹⁾	D

Explanation of Responses:

1. The Reporting Person owns 25,000 Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares"), and 25,000 Class C Ordinary Shares, par value $0.0001 per share ("Class C Ordinary Shares") each of which is convertible into Class A Ordinary Shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-252933). The Class B Ordinary Shares have no expiration date. The Class C Ordinary Shares will be returned to the Issuer for cancellation in the event that they have not converted into Class A Ordinary Shares nine years after our initial business combination.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Michael L. Gravelle, Attorney-in-Fact for Mark D. Linehan	02/25/2021
	** 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.
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 Number.

Austerlitz Acquisition Corp II (ASZ) Form 3Austerlitz Acquisition Corp II / Mark David Linehan ownership change