0001213900-21-014209.txt : 20210309 0001213900-21-014209.hdr.sgml : 20210309 20210309122935 ACCESSION NUMBER: 0001213900-21-014209 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210302 FILED AS OF DATE: 20210309 DATE AS OF CHANGE: 20210309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elkin Dimitri CENTRAL INDEX KEY: 0001744019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40123 FILM NUMBER: 21724911 MAIL ADDRESS: STREET 1: 25/28 BURLINGTON STREET CITY: LONDON STATE: X0 ZIP: W1S 3AN REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morris Jonathan D CENTRAL INDEX KEY: 0001810399 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40123 FILM NUMBER: 21724910 MAIL ADDRESS: STREET 1: C/O IMAGEWARE SYSTEMS, INC. STREET 2: 13500 EVENING CREEK DRIVE N SUITE 550 CITY: SAN DIEGO STATE: CA ZIP: 92128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Twelve Seas Sponsor II LLC CENTRAL INDEX KEY: 0001819497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40123 FILM NUMBER: 21724909 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 9173611177 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Twelve Seas Investment Co. II CENTRAL INDEX KEY: 0001819498 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 852141273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 9173611177 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2021-03-02 0 0001819498 Twelve Seas Investment Co. II TWLVU 0001744019 Elkin Dimitri 2685 NOTTINGHAM AVENUE LOS ANGELES CA 90027 1 1 1 0 CEO 0001810399 Morris Jonathan D 2685 NOTTINGHAM AVENUE LOS ANGELES CA 90027 1 1 1 0 Chief Financial Officer 0001819497 Twelve Seas Sponsor II LLC 2685 NOTTINGHAM AVENUE LOS ANGELES CA 90027 0 0 1 0 Class A Common Stock 2021-03-02 4 P 0 600000 10 A 600000 I See footnote These shares are underlying units (each unit consisting of one share of Class A common stock and one third of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Twelve Seas Sponsor II LLC (the "Sponsor"), acquired pursuant to a unit subscription agreement by and between the Sponsor and the issuer. Does not include 8,625,000 shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. Dimtri Elkin, the Chief Executive Officer and a director of the issuer, and Jonathan Morris, the Chief Financial Officer and director of the issuer, are the managing members of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Elkin and Mr. Morris may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Elkin and Mr. Morris disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. /s/ Dimitri Elkin, Managing Member of Twelve Seas Sponsor II LLC 2021-03-04 /s/ Jonathan Morris, Managing Member of Twelve Seas Sponsor II LLC 2021-03-04 /s/ Jonathan Morris 2021-03-04 /s/ Dimitri Elkin 2021-03-04