0000899243-21-000928.txt : 20210107 0000899243-21-000928.hdr.sgml : 20210107 20210107190024 ACCESSION NUMBER: 0000899243-21-000928 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210107 FILED AS OF DATE: 20210107 DATE AS OF CHANGE: 20210107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leo Investors II Limited Partnership CENTRAL INDEX KEY: 0001774541 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39865 FILM NUMBER: 21515196 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 BUSINESS PHONE: 310 800 1000 MAIL ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Leo Holdings Corp. II CENTRAL INDEX KEY: 0001824153 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 BUSINESS PHONE: 310-800-1000 MAIL ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-01-07 0 0001824153 Leo Holdings Corp. II LHC 0001774541 Leo Investors II Limited Partnership 100 WILSHIRE BOULEVARD LOS ANGELES CA 90401 0 0 1 0 Class B ordinary shares Class A ordinary shares 9882500 D As described in the issuer's registration statement on Form S-1 (File No. 333-249676) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares owned by the reporting person include up to 1,312,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. This Form 3 is being filed by Leo Investors II Limited Partnership, sponsor of the issuer (the "Sponsor"). The Sponsor is controlled by its general partner, Leo Investors GP II Limited, which is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of the Sponsor. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. (Continued From Footnote 3 ) No individual director of the general partner of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which such director directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Leo Investors II Limited Partnership By: Leo Investors GP II Ltd., its general partner, /s/ Simon Brown, By: Simon Brown, Title: Director 2021-01-07