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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Ahmad Shahraab (Last) (First) (Middle) FLAT 3, 2 - 14 PRINCE OF WALES TERRACE (Street) LONDON X0 W8 5PE (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Atlantic Coastal Acquisition Corp. II [ ACAB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/19/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock, par value $0.0001 per share	(1)	01/19/2022		J(3)			50,000	(1)	(1)	Series A Common Stock, par value $0.0001 per share	50,000	$0.00(1)	7,203,750	I	See Footnote(2)
Series B Common Stock, par value $0.0001 per share	(1)	01/19/2022		J(4)			3,750	(1)	(1)	Series A Common Stock, par value $0.0001 per share	3,750	$0.00(1)	7,200,000	I	See Footnote(2)

1. Name and Address of Reporting Person* Ahmad Shahraab (Last) (First) (Middle) FLAT 3, 2 - 14 PRINCE OF WALES TERRACE (Street) LONDON X0 W8 5PE (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

1. Name and Address of Reporting Person* Atlantic Coastal Acquisition Management II LLC (Last) (First) (Middle) 6 ST JOHNS LANE, FLOOR 5 (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series B common stock are convertible into the Issuer's Series A common stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities-Common Stock" in the Issuer's registration statement on Form S-1 (File No. 333-261459) (the "Registration Statement") and have no expiration date.

2. Atlantic Coastal Acquisition Management II LLC is the record holder of the securities reported herein. Shahraab Ahmad is the sole and managing member of Atlantic Coastal Acquisition Management II LLC and shares voting and investment discretion with respect to the securities held of record by Atlantic Coastal Acquisition Management II LLC. Mr. Ahmad disclaims any beneficial ownership of the securities held by Atlantic Coastal Acquisition Management II LLC.

3. As contemplated in connection with services provided by Apeiron Investment Group ("Apeiron") as an advisor to the Issuer and as described in the Registration Statement, 50,000 shares of Series B common stock were transferred by Atlantic Coastal Acquisition Management II LLC to Apeiron.

4. As contemplated in connection with the initial public offering of the Issuer, 3,750 shares of Series B common stock were returned by Atlantic Coastal Acquisition Management II LLC to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was partially exercised and the remaining portion of the option would not be exercised by the underwriters.

Remarks:

	By: /s/ Shahraab Ahmad, Attorney-in-Fact for Atlantic Coastal Acquisition Management II LLC	01/19/2022
	By: /s/ Shahraab Ahmad	01/19/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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