Peridot Acquisition Sponsor II Form 3 Peridot Acquisition Corp. II / Tomas Ackerman 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^*

Peridot Acquisition Sponsor II, LLC

(Last)

(First)

(Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2021

3. Issuer Name and Ticker or Trading Symbol
Peridot Acquisition Corp. II [ PDOT ]

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 ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	10,260,000⁽²⁾	⁽¹⁾	D⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Peridot Acquisition Sponsor II, LLC

(Last)

(First)

(Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CEC AVENTURINE HOLDINGS, LLC

(Last)

(First)

(Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CARNELIAN ENERGY CAPITAL III, L.P.

(Last)

(First)

(Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CARNELIAN ENERGY CAPITAL GP III, L.P.

(Last)

(First)

(Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CARNELIAN ENERGY CAPITAL HOLDINGS, LLC

(Last)

(First)

(Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ackerman Tomas

(Last)

(First)

(Middle)

C/O PERIDOT ACQUISITION CORP. II

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Goodman Daniel

(Last)

(First)

(Middle)

2229 SAN FELIPE STREET, SUITE 1450

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252583) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, 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 splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The Class B ordinary shares beneficially owned by the reporting person include up to 1,350,000 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. This Form 3 is being filed by Peridot Acquisition Sponsor II, LLC (the "Sponsor").The shares reported above are held by our sponsor. CEC Aventurine Holdings, LLC ("Aventurine Holdings") shares voting and/or dispositive control over the securities held by the Sponsor. Aventurine Holdings is controlled by Carnelian Energy Capital III, L.P. ("Carnelian Fund III"), its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. ("Carnelian L.P.") and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC ("Carnelian Holdings"). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. Accordingly, all of the shares held by our sponsor may be deemed to be beneficially held by Aventurine Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs.

4. (Continued From Footnote 3) Ackerman and Goodman. Each such reporting person under this Form 3 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary share covered by this Form 3.

Remarks:

	/s/ See Signatures to Exhibit 99.1	03/08/2021
	** Signature of Reporting Person	Date
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Peridot Acquisition Sponsor II Form 3Peridot Acquisition Corp. II / Tomas Ackerman ownership change