X0306 4 2019-06-11 0 0001771908 Haymaker Acquisition Corp. II HYACU 0001161492 HEYER STEVEN J 650 FIFTH AVENUE, FLOOR 10 NEW YORK NY 10019 1 1 0 0 See Remarks Class B Common Stock 2019-06-11 4 J 0 62500 0.00 D Class A Common Stock 62500 10000000 I See footnote 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 earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. As contemplated in connection with the initial public offering of the issuer, 62,500 shares of Class B common stock of the issuer were returned by the reporting person to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full. 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. Steven J. Heyer is the Chief Executive Officer and Director of the issuer, and is a managing member of the Sponsor. He has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Heyer may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Heyer disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Chief Executive Officer /s/ Steven J. Heyer 2019-06-13