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^*

Simanson Gary A

(Last)

(First)

(Middle)

717 KING STREET

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Thunder Bridge Acquisition II, LTD [ THBR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2021

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)
Class A Ordinary Shares	06/10/2021		C		100,000	D	⁽¹⁾	0	D⁽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)
Class B Ordinary Shares	⁽³⁾	06/10/2021		C			8,625,000	⁽³⁾	⁽³⁾	Class A Ordinary Shares	8,625,000	⁽³⁾	0⁽⁴⁾	I⁽⁵⁾	See Footnote (5)

1. Name and Address of Reporting Person^*

Simanson Gary A

(Last)

(First)

(Middle)

717 KING STREET

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thunder Bridge Acquisition II LLC

(Last)

(First)

(Middle)

9912 GEORGETOWN PIKE SUITE D203

(Street)

GREAT FALLS

22066

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the issuer's initial business combination on June 10, 2021 (the "Business Combination"), Gary A. Simanson exchanged his shares of Class A common stock for 100,000 fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share, of indie Semiconductor, Inc. ("indie Common Stock").

2. These securities were held directly by Gary A. Simanson.

3. Immediately prior to the consummation of the Business Combination, the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding Class B ordinary share of the issuer ("Founder Shares") was converted into one share of the issuer's Class A common stock. Thunder Bridge Acquisition II LLC (the "Sponsor") held 8,625,000 Founder Shares prior to the Business Combination, which were converted into 8,625,000 shares of common stock upon the Domestication. In connection with the Business Combination, each share of Class A common stock was exchanged on a one-for-one basis for shares of indie Common Stock.

4. In connection with the Business Combination, the Sponsor exchanged its shares of Class A common stock for 8,625,000 fully paid and non-assessable shares of indie Common Stock.

5. These securities were held directly by the Sponsor. Gary A. Simanson is the managing member of the Sponsor and has sole voting and dispositive control over the securities held by the Sponsor and may be deemed the beneficial owner of such securities. Mr. Simanson disclaims beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein.

Remarks:

Former CEO, Director and 10% Owner.

	/s/ Gary A. Simanson, Managing Member of Thunder Bridge Acquisition II LLC	06/14/2021
	/s/ Gary A Simanson	06/14/2021
	** 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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