GS Acquisition Holdings Corp II (GSAH) director GSAM Holdings received 19,500,000 shares

Insider transactions reported

GSAM Holdings LLC (director at GS Acquisition Holdings Corp II, GSAH) reported that they received 19,500,000 shares, and acquired 18,750,000 shares on Oct 20, 2021. After these transactions the filing shows 19,500,000 shares held indirectly (See Footnotes.).

Reporting person

GSAM Holdings LLC

Options and other derivatives

Holdings before and after

• Class A Common Stock: 0 to 19,500,000 indirect, See Footnotes.
• Class B Common Stock: 17,425,000 to 0 indirect, See Footnotes.
• Warrants to Purchase Class A Common Stock: 0 to 8,500,000 indirect, See Footnotes.

Footnotes from the filing

1. 1. Pursuant to their terms, shares of Class B common stock, par value $0.0001 per share ( Class B Common Stock ), of GS Acquisition Holdings Corp II (the Issuer ) automatically convert into shares of Class A common stock ( Class A Common Stock ), par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. The Issuer's initial business combination took place on October 20, 2021.
2. 2. These securities are directly held by GS Sponsor II LLC (the Sponsor ).
3. 3. GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the Employee Participation Vehicles ) and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the PIPE Participation Vehicles, and together with the Employee Participation Vehicles, the Participation Vehicles ). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein.
4. 4. These securities are directly held by the Employee Participation Vehicles.
5. 5. These securities are directly held by the PIPE Participation Vehicles.
6. 6. GSAM Holdings caused the Sponsor to contribute these shares of Class B Common Stock to GS Acquisition Holdings II Employee Participation 2 LLC for no value. Certain employees of affiliates of Goldman Sachs & Co. LLC hold and may in the future be awarded certain contingent interests in the securities held by the Employee Participation Vehicles.
7. 7. In connection with the completion of the Issuer's initial public offering, the Sponsor purchased an aggregate of 8,500,000 private placement warrants, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of the Issuer's Class A Common Stock for $11.50 per share. Certain material conditions to the exercisability of these warrants were satisfied upon the occurrence of the Issuer's initial business combination and these warrants may be exercised (including by cash settlement) 30 days following such date.

Transaction codes in this filing

Grant or award:

Code A marks a grant or award from the company under an exempt employee or director plan. Usually nothing is paid for it.

Exercise or conversion of a derivative:

Code M marks the exercise or conversion of an option or other derivative under an exempt plan.

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