Statement of Changes in Beneficial Ownership (4)
16 Agosto 2021 - 5:29PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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SCS Sponsor II LLC |
2. Issuer Name and Ticker or Trading Symbol
Social Capital Suvretta Holdings Corp. II
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DNAB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
SOCIAL CAPITAL SUVRETTA HLDNGS CORP II, 2850 W HORIZON RIDGE PARKWAY, STE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2021 |
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(Street)
HENDERSON, NV 89052
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B ordinary shares | (1) | 8/16/2021 | | D (2) | | | 75000 | (1) | (1) | Class A ordinary shares | 75000 | $0.00 | 6220000 | D (3) | |
| Explanation of Responses: |
| (1) | As described in the issuer's registration statement on Form S-1 (File No. 333-256724) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer 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 certain adjustment, and have no expiration date. |
| (2) | On August 16, 2021, SCS Sponsor II LLC forfeited at no cost 75,000 shares of Class B ordinary shares of the issuer in connection with the election by the underwriters of the issuer's initial public offering to decline to exercise in full their option to purchase additional Class A ordinary shares. |
| (3) | The reporting owner, SCS Sponsor II LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by ChaChaCha DNA II, LLC ("ChaChaCha"), which is controlled by Mr. Palihapitiya. Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Palihapitiya, Mehta and Cowen and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Mehta, ChaChaCha and Mr. Cowen disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SCS Sponsor II LLC
SOCIAL CAPITAL SUVRETTA HLDNGS CORP II
2850 W HORIZON RIDGE PARKWAY, STE 200
HENDERSON, NV 89052 | X | X |
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Palihapitiya Chamath
SOCIAL CAPITAL SUVRETTA HLDNGS CORP II
2850 W HORIZON RIDGE PARKWAY, STE 200
HENDERSON, NV 89052 | X | X | Chief Executive Officer |
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Mehta Kishan
540 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY 10022 | X | X | President |
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Cowen Aaron
540 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY 10022 |
| X |
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ChaChaCha DNA II, LLC
SOCIAL CAPITAL SUVRETTA HLDNGS CORP II
2850 W HORIZON RIDGE PARKWAY, STE 200
HENDERSON, NV 89052 | X | X |
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Signatures
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| SCS SPONSOR II, LLC, By: /s/ James Ryans, as Chief
Financial Officer CHACHACHA DNA II, LLC, AARON
COWEN, CHAMATH PALIHAPITIYA, and KISHAN
MEHTA, By: /s/ James Ryans, as attorney-in-fact | | 8/16/2021 |
| **Signature of Reporting Person | Date |
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