SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Haymaker Sponsor II LLC

(Last) (First) (Middle)
650 FIFTH AVENUE, FLOOR 10

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2019
3. Issuer Name and Ticker or Trading Symbol
Haymaker Acquisition Corp. II [ HYACU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 10,062,500(2)(3) (1) D
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-231617) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
2. These shares represent Class B common stock held by Haymaker Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up 1,312,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement.
3. Stephen J. Heyer, the Chief Executive Officer and a Director of the issuer and Andrew R. Heyer, the President and a Director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of Messrs. Heyer and Heyer may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Remarks:
/s/ Steven J. Heyer, Authorized Signatory 06/06/2019
** 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 5 (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).
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