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^*

STAD MARC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE M500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dragoneer Growth Opportunities Corp. II [ CVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

4. 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 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	12/07/2021	12/07/2021	A⁽¹⁾		5,000,000	A	⁽¹⁾	5,000,000	I	See footnote⁽²⁾
Class B ordinary shares	12/07/2021	12/07/2021	J		6,600,000	D	⁽³⁾	6,600,000	I	See footnote⁽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)

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Issuer's Forward Purchase Agreement dated October 29, 2020, by and between Dragoneer Growth Opportunities Corp. II ("Dragoneer") and Dragoneer Funding II LLC ("Dragoneer Funding II") (the "FPA"), Dragoneer Funding II purchased 5,000,000 Class A ordinary shares of Dragoneer, par value $0.0001 per share, from Dragoneer at a price of $10.00 per share and assigned them to Dragoneer Funding II-A LLC ("Dragoneer Funding II-A"), an affiliate of Dragoneer Funding II.

2. The ultimate managing member of Dragoneer Funding II is controlled by Marc Stad. Mr. Stad disclaims beneficial ownership over the securities reported herein, except to the extent of his pecuniary interest therein.

3. Includes 6,600,000 Class B ordinary shares of Dragoneer, par value $0.0001 per share (the "Founder Shares"), held in the name of Dragoneer Growth Opportunities Holdings II (the "Sponsor"). Marc Stad is the sole member of the ultimate general partner of Dragoneer Interco Holdings LP, which is the ultimate manager of Sponsor. As a result of the foregoing, Mr. Stad may be deemed to beneficially own the Founder Shares. Mr. Stad disclaims beneficial ownership over any of the Founder Shares other than to the extent of any pecuniary interest he may have therein, and the inclusion of the Founder Shares in this report shall not be deemed an admission of beneficial ownership of the Founder Shares.

Remarks:

This "Exit" Form 4 is voluntarily filed to report that the Marc Stad is no longer serving in the role as the Company's director and chief executive officer, effective as of December 8, 2021, and therefore is no longer subject to Section 16 reporting. Mr. Stad did not have any other transactions in the Issuer's securities during the time that he was a Section 16 reporting person other than those previously disclosed in Initial Statement of Beneficial Ownership of Securities on Form 3, filed on November 16, 2020.

	Marc Stad, /s/ Pat Robertson, Attorney-in-Fact Marc Stad	12/10/2021
	** 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: Stad Marc was granted 5,000,000 units of Class A ordinary shares and disposed of 6,600,000 units of Class B ordinary shares