Peridot Acquisition Sponsor II Form 4 Peridot Acquisition Corp. II / Tomas Ackerman 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

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

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)
03/17/2021

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)

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)
Class B Ordinary Shares	⁽¹⁾	03/17/2021		J⁽²⁾			138,631	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	138,631	$0.00	10,121,369	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. This Form 4 reflects the automatic surrender to Peridot Acquisition Corp. II (the "issuer") of 138,631 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

3. This Form 4 is being filed by Peridot Acquisition Sponsor II, LLC (the "Sponsor"). CEC Aventurine Holdings, LLC ("Peridot Holdings") shares voting and/or dispositive control over the securities held by the Sponsor. Peridot 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 Peridot Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the

4. (Continued from footnote 3) extent of their respective pecuniary interest therein and the filing of this Form 4 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 4.

Remarks:

	/s/ See signatures included in Exhibit 99.1	03/17/2021
	** 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 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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Peridot Acquisition Sponsor II Form 4Peridot Acquisition Corp. II / Tomas Ackerman ownership change