Spring Valley Acquisition Corp. II Form 4 / William J Quinn 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

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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^*

Spring Valley Acquisition Sponsor II, LLC

(Last)

(First)

(Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spring Valley Acquisition Corp. II [ SVII ]

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)
01/25/2024

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)
Class A ordinary shares	01/25/2024		C		7,546,666⁽¹⁾	A	⁽¹⁾	7,546,666	D

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⁾	01/25/2024		C			7,546,666	⁽¹⁾	⁽¹⁾	Class A ordinary shares	7,546,666	$0	1	D⁽²⁾

1. Name and Address of Reporting Person^*

Spring Valley Acquisition Sponsor II, LLC

(Last)

(First)

(Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PEARL ENERGY INVESTMENTS II, L.P.

(Last)

(First)

(Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pearl Energy Investment II GP, L.P.

(Last)

(First)

(Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pearl Energy Investment II UGP, LLC

(Last)

(First)

(Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Quinn William J

(Last)

(First)

(Middle)

C/O SPRING VALLEY ACQUISITION CORP. II

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Explanation of Responses:

1. On January 25, 2024, the Reporting Person elected to convert 7,546,666 Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), of Spring Valley Acquisition Corp. II (the "Issuer") held by the Reporting Person into Class A ordinary shares, par value $0.0001 per share ("Class A Shares"), of the Issuer on a one-for-one basis. As a result, 7,546,666 of the Class B Shares were cancelled, and 7,546,666 Class A shares were issued to the Reporting Person on January 25, 2024.

2. This Form 4 is being filed by Spring Valley Acquisition Sponsor II, LLC (the "Sponsor"). The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the 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 such securities.

	Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson, Name: David Levinson Title: Corporate Secretary	01/29/2024
	Pearl Energy Investments II, L.P., By: /s/ William Quinn, Name: William Quinn Title: Managing Partner	01/29/2024
	Pearl Energy Investment II GP, L.P., By: /s/ William Quinn, Name: William Quinn Title: Managing Partner	01/29/2024
	Pearl Energy Investment II UGP, LLC, By: /s/ William Quinn, Name: William Quinn Title: Managing Partner	01/29/2024
	/s/ William Quinn	01/29/2024
	** 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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Spring Valley Acquisition Corp. II (SVII) Form 4Spring Valley Acquisition Corp. II / William J Quinn ownership change