SEC FORM 3

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^*

Pratt Brian

(Last)

(First)

(Middle)

C/O LEGATO MERGER CORP II

777 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2021

3. Issuer Name and Ticker or Trading Symbol
LEGATO MERGER CORP. II [ LGTO ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Non-Executive Chairman

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)
Common stock⁽¹⁾	1,750,000⁽¹⁾⁽²⁾	I⁽³⁾	By Pratt Capital I, LP⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant⁽¹⁾	⁽⁴⁾	⁽⁵⁾	Common stock	125,000	$11.5	I⁽³⁾	By Pratt Capital I, LP⁽³⁾

Explanation of Responses:

1. Includes securities within up to 250,000 Units the Reporting Person has irrevocably committed to purchase upon consummation of the Issuer's initial public offering. Each Unit consists of one share of common stock and one half of one warrant.

2. Includes up to 40,098 shares that may be forfeited, and up to 6,683 shares for which the Reporting Person may not subscribe, to the extent that the underwriter in the Issuer's initial public offering does not fully exercise its overallotment option.

3. These securities are owned by Pratt Capital I, LP, of which the Reporting Person is Manager of the General Partner. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. Each warrant will become exercisable 30 days after the completion by the Issuer of an initial business combination.

5. Each warrant will expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption.

	/s/ Brian Pratt	11/22/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.