SC 13G

NAMES OF REPORTING PERSONS

LINDEN CAPITAL L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

0001193125-19-176111.txt : 20190619 0001193125-19-176111.hdr.sgml : 20190619 20190619093038 ACCESSION NUMBER: 0001193125-19-176111 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190619 DATE AS OF CHANGE: 20190619 GROUP MEMBERS: LINDEN ADVISORS LP GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: SIU MIN WONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Haymaker Acquisition Corp. II CENTRAL INDEX KEY: 0001771908 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 833642865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91041 FILM NUMBER: 19905192 BUSINESS ADDRESS: STREET 1: 650 5TH AVENUE FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126169600 MAIL ADDRESS: STREET 1: 650 5TH AVENUE FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SC 13G 1 d764979dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Haymaker Acquisition Corp. II

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

42087L200

(CUSIP Number)

June 11, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the Following Pages)

(Page 1 of 12 Pages)

Page 2 of 12

CUSIP No. 42087L200

Page 3 of 12

CUSIP No. 42087L200

Page 4 of 12

CUSIP No. 42087L200

Page 5 of 12

CUSIP No. 42087L200

Page 6 of 12

Item 1(a).

Name of Issuer:

Haymaker Acquisition Corp. II (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

650 Fifth Avenue, Floor 10

New York, New York 10019

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”);

ii)

Linden GP LLC, a Delaware limited liability company (“Linden GP”);

iii)

Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and

iv)

Siu Min (Joe) Wong (“Mr. Wong”).

This Statement relates to Shares (as defined herein) held for the account of Linden Capital and separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by each of Linden Capital and the Managed Accounts.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.

Item 2(c).

Citizenship:

Linden Capital is a Bermuda limited partnership.

ii)

Linden GP is a Delaware limited liability company.

iii)

Linden Advisors is a Delaware limited partnership.

iv)

Mr. Wong is a citizen of China (Hong Kong) and the United States.

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (the “Shares”).

Page 7 of 12

Item 2(e).

CUSIP Number: 42087L200

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of June 11, 2019, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 2,101,000 Shares. This amount consists of 1,952,671 Shares held by Linden Capital and 148,329 Shares held by the Managed Accounts. As of June 11, 2019, each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,952,671 Shares held by Linden Capital.

Item 4(b)

Percent of Class:

As of June 11, 2019, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.3% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 4.9% of Shares outstanding. These percentages are based on the 40,000,000 Shares outstanding after the Issuer’s initial public offering completed on June 11, 2019.

Item 4(c)

Number of Shares as to which such person has:

As of June 11, 2019:


Linden Capital and Linden GP:
(i) Sole power to vote or direct the vote:			0
(ii) Shared power to vote or direct the vote:			1,952,671
(iii) Sole power to dispose or direct the disposition of:			0
(iv) Shared power to dispose or direct the disposition of:			1,952,671

Linden Advisors and Mr. Wong:
(i) Sole power to vote or direct the vote:			0
(ii) Shared power to vote or direct the vote:			2,101,000
(iii) Sole power to dispose or direct the disposition of:			0
(iv) Shared power to dispose or direct the disposition of:			2,101,000

Page 8 of 12

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

See Exhibit B attached hereto.

Item 9.

Notice of Dissolution of Group:

This item 9 is not applicable.

Item 10.

Certification:

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Sec. 240.14a-11.

Page 9 of 12

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: June 19, 2019


LINDEN CAPITAL L.P.
By:	Linden GP LLC, its general partner

	By:	/S/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN GP LLC

By:	/S/ Saul Ahn
	Saul Ahn,
	Authorized Signatory

LINDEN ADVISORS LP

By:	/S/ Saul Ahn
	Saul Ahn,
	General Counsel

/S/ Saul Ahn, as Attorney-in-Fact for Siu Min Wong
SIU MIN WONG

Page 10 of 12

EXHIBIT INDEX


Ex.		Page No.
A	Joint Filing Agreement	11

B	Power of Attorney dated as of June 10, 2019	12

EX-99.A 2 d764979dex99a.htm EX-99.A EX-99.A

Page 11 of 12

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Haymaker Acquisition Corp. II dated as of June 11, 2019 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: June 19, 2019


LINDEN CAPITAL L.P.
By:	Linden GP LLC, its general partner

	By:	/S/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN GP LLC

By:	/S/ Saul Ahn
	Saul Ahn,
	Authorized Signatory

LINDEN ADVISORS LP

By:	/S/ Saul Ahn
	Saul Ahn,
	General Counsel


/S/ Saul Ahn, as Attorney-in-Fact for Siu Min Wong
SIU MIN WONG

EX-99.B 3 d764979dex99b.htm EX-99.B EX-99.B

Page 12 of 12

EXHIBIT B

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Saul S. Ahn the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”), securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule or Form, complete and execute any amendment or amendments thereto, and file any such Schedule or Form or amendment with the SEC and any stock exchange or similar authority, including filing this Power of Attorney with the SEC; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with the Securities Exchange Act of 1934.

The undersigned may terminate or revoke this Power of Attorney at any time. In the event that the attorney-in-fact is no longer employed by Linden Advisors LP or one of its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of June, 2019.

/s/ Siu Min Wong

Siu Min Wong