SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Suslak Neil S

(Last)

(First)

(Middle)

C/O GETAROUND, INC.

55 GREEN STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
InterPrivate II Acquisition Corp. [ GETR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/08/2022		A		3,590,327	A	⁽¹⁾	3,590,327	I	By Braemar Energy Ventures III, L.P.⁽²⁾
Common Stock	12/08/2022		A		200,000	A	⁽³⁾	3,790,327	I	By Braemar Energy Ventures III, L.P.⁽²⁾
Common Stock	12/08/2022		A		73,364	A	⁽¹⁾	73,364	I	By Braemar/Getaround Investments II, LLC⁽²⁾
Common Stock	12/08/2022		A		341,204	A	⁽¹⁾	341,204	I	By Braemar/Getaround Investments, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Earnout Shares	⁽⁴⁾	12/08/2022		A		1,369,870		⁽⁴⁾	12/08/2029	Common Stock	1,369,870	⁽¹⁾	1,369,870	I	By Braemar Energy Ventures III, L.P.⁽²⁾
Earnout Shares	⁽⁴⁾	12/08/2022		A		36,830		⁽⁴⁾	12/08/2029	12/08/2029	36,830	⁽¹⁾	36,830	I	By Braemar/Getaround Investments II, LLC⁽²⁾
Earnout Shares	⁽⁴⁾	12/08/2022		A		171,289		⁽⁴⁾	12/08/2029	12/08/2029	171,289	⁽¹⁾	171,289	I	By Braemar/Getaround Investments, LLC⁽²⁾

Explanation of Responses:

1. Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Getaround common stock was entitled to receive 0.320253 shares of Common Stock and certain earnout shares of Common Stock ("Earnout Shares"). In connection with the Business Combination, certain subordinated convertible promissory notes of Legacy Getaround also converted in accordance with their terms into shares of Common Stock. The Business Combination closed on December 8, 2022 (the "Closing Date").

2. The securities are held directly by Braemar Energy Ventures III, L.P., Braemar/Getaround Investments II, LLC and Braemar/Getaround Investments, LLC (collectively, the "Braemar Funds"). Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III.

3. Received in connection with the Business Combination pursuant to a stock transfer agreement, dated October 31, 2022, by and among InterPrivate II Acquisition Management II LLC and Braemar Energy Ventures III, L.P., as an inducement for Braemar Energy Ventures III, L.P. to purchase a $2.0 million subordinated promissory note from Legacy Getaround and Braemar Energy Ventures III, L.P.'s subsequent new equity investment in Legacy Getaround by exchanging such note for a like principal amount of a subordinated convertible promissory note of Legacy Getaround.

4. Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of Common Stock as follows if, at any time during the period following the Closing Date and expiring on the seventh anniversary of the Closing Date, the volume-weighted average price of Common Stock equals or exceeds the respective price for any 20 trading days within any 30 consecutive trading days: 10.0% of the Earnout Shares at $13.50; 10.0% of the Earnout Shares at $17.00; 13.3% of the Earnout Shares at $25.00; 16.7% of the Earnout Shares at $30.00; 16.7% of the Earnout Shares at $37.00; 16.7% of the Earnout Shares at $46.00; and 16.7% of the Earnout Shares at $55.00.

Remarks:

	/s/ Spencer Jackson, as Attorney-in-Fact	12/12/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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