SEC FORM 4

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^*

HEC Sponsor II LLC

(Last)

(First)

(Middle)

C/O HUDSON EXECUTIVE INVESTMENT CORP. II

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hudson Executive Investment Corp. II [ HCII ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2021

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)
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)

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)
Class B Common Stock	⁽¹⁾	03/11/2021		J⁽²⁾			218,750	⁽¹⁾	⁽¹⁾	Class A Common Stock	218,750	$0.00	6,250,000	D⁽³⁾
Class B Common Stock	⁽¹⁾	04/13/2021		S			40,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	40,000	$0.0029	6,210,000	D⁽³⁾

1. Name and Address of Reporting Person^*

HEC Sponsor II LLC

(Last)

(First)

(Middle)

C/O HUDSON EXECUTIVE INVESTMENT CORP. II

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bergeron Douglas

(Last)

(First)

(Middle)

C/O HUDSON EXECUTIVE INVESTMENT CORP. II

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Braunstein Douglas L

(Last)

(First)

(Middle)

C/O HUDSON EXECUTIVE INVESTMENT CORP. II

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251848) (the "Registration Statement") and have no expiration date.

2. On March 11, 2021, HEC Sponsor II LLC forfeited at no cost 218,750 shares of Class B common stock, following the expiration of the over-allotment option granted to the underwriters of the Issuer's initial public offering (as more fully described in the Registration Statement), and the determination by such underwriters not to exercise in full such over-allotment option granted to them.

3. HEC Sponsor II LLC is the record holder of the securities reported herein. Douglas G. Bergeron and Douglas L. Braunstein are among the managers of HEC Sponsor II LLC and share voting and investment discretion with respect to the securities held of record by HEC Sponsor II LLC. Mr. Braunstein and Mr. Bergeron disclaim any beneficial ownership of the securities held by HEC Sponsor II LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Douglas L. Braunstein, as Manager of HEC Sponsor II LLC	04/14/2021
	/s/ Douglas G. Bergeron	04/14/2021
	/s/ Douglas L. Braunstein	04/14/2021
	** 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 4 (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).
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SEC Form 4 filed by HEC Sponsor II LLC