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 Estimated average burden hours per response: 0.5
	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* Hall George E. (Last) (First) (Middle) 601 LEXINGTON AVENUE, 51ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ROI Acquisition Corp. II [ ROIQU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Investment Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/28/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2013		A(7)		3,593,750	A	$0.007	3,593,750(1)	I	See Footnote.(2)
Common Stock	08/22/2013		S(7)		343,750	D	$0.007	3,250,000(1)	I	See Footnote(2)
Common Stock	09/18/2013		J(3)		468,750	D	$0	2,781,250(1)	I	See Footnote.(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Sponsor Warrants	$11.5(8)	09/20/2013		A		8,000,000		(4)	(5)	Common Stock	4,000,000	$0.5	8,000,000	I	See Footnote.(2)
Sponsor Warrants	$11.5(8)	09/20/2013		S			8,000,000	(4)	(5)	Common Stock	4,000,000	$0.5	0	I	See Footnote.(2)
Sponsor Warrants	$11.5(8)	09/20/2013		P(7)		8,000,000		(4)	(5)	Common Stock	4,000,000	$0.5	8,000,000	I	See Footnote.(6)

1. Name and Address of Reporting Person* Hall George E. (Last) (First) (Middle) 601 LEXINGTON AVENUE, 51ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Investment Officer

1. Name and Address of Reporting Person* GEH Capital Inc. (Last) (First) (Middle) 601 LEXINGTON AVENUE, 51ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLINTON GROUP INC (Last) (First) (Middle) 601 LEXINGTON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clinton Magnolia Master Fund, Ltd. (Last) (First) (Middle) C/O CREDIT SUISSE ADMN. SVS. (CAYMAN)LTD P.O. BOX 2003 GT, 802 WEST BAY ROAD (Street) GEORGETOWN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 781,250 shares will be subject to forfeiture unless (i) the last sales price of the Issuer's common stock equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 5 years following the closing of the Issuer's initial business combination or (ii) the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

2. By GEH Capital, Inc., an entity wholly owned by George E. Hall.

3. Forfeiture to the Issuer because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.

4. The warrants become exercisable on the later of September 20, 2014 or 30 days after the closing of the Issuer's initial business combination.

5. The warrants expire five years after they first become exercisable.

6. By Clinton Magnolia Master Fund, Ltd. whose investment decisions are made by Clinton Group, Inc., an entity controlled by George E. Hall. Mr. Hall disclaims beneficial ownership of such securities except to the extent of his pecuniary interest.

7. The holdings that resulted from these transactions were reflected on the initial Form 3s filed by the beneficial owners of these securities.

8. Each warrant entitles the holder thereof to purchase one-half of one share of the Issuer's common stock at a price of $5.75 per half share ($11.50 per whole share), subject to adjustment as described in the Issuer's registration statement on Form S-1 (File No. 333-190721).

	/s/ Zachary Swartz, Attorney-in-Fact	09/24/2013
	/s/ Zachary Swartz, Attorney-in-Fact	09/24/2013
	/s/ Zachary Swartz, Attorney-in-Fact	09/24/2013
	/s/ Zachary Swartz, Attorney-in-Fact	09/24/2013
	** Signature of Reporting Person	Date
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