Initial Statement of Beneficial Ownership (3)
April 27 2020 - 6:14PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
SCH Sponsor II LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/27/2020
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3. Issuer Name and Ticker or Trading Symbol
Social Capital Hedosophia Holdings Corp. II [IPOB]
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(Last)
(First)
(Middle)
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS, CORP. II, 317 UNIVERSITY AVE., SUITE 200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B ordinary shares | (1) | (1) | Class A ordinary shares | 8425000 | (1) | D (2) | |
| Explanation of Responses: |
| (1) | As described in the issuer's registration statement on Form S-1 (File No. 333-236774) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, 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. Includes 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units. |
| (2) | The reporting owner, SCH Sponsor II LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Ian Osborne. A majority of the voting interests of the Sponsor are held by ChaChaCha SPAC B, LLC ("ChaChaCha"). Messrs. Palihapitiya and Osborne and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein. |
Remarks:
Exhibit 24.1 - Powers of Attorney. On the basis of the relationship between the Sponsor, ChaChaCha and Messrs. Palihapitiya and Osborne, the Sponsor and ChaChaCha will be deemed directors by deputization. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SCH Sponsor II LLC
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA 94301 | X | X |
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ChaChaCha SPAC B, LLC
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA 94301 | X | X |
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Palihapitiya Chamath
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA 94301 | X | X | CEO & Chairman of the Board |
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Osborne Ian
C/O SOCIAL CAPITAL HEDOSOPHIA HOLDINGS
CORP. II, 317 UNIVERSITY AVE., SUITE 200
PALO ALTO, CA 94301 | X | X | President |
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Signatures
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| SCH SPONSOR II LLC, By: /s/ Steven Trieu, as Chief Financial Officer | | 4/27/2020 |
| **Signature of Reporting Person | Date |
| CHACHACHA SPAC B, LLC, By: Chamath Palihapitiya, Sole Member, By: /s/ Steven Trieu, as attorney-in-fact | | 4/27/2020 |
| **Signature of Reporting Person | Date |
| CHAMATH PALIHAPITIYA, By: /s/ Steven Trieu, as attorney-in-fact | | 4/27/2020 |
| **Signature of Reporting Person | Date |
| IAN OSBORNE, By: /s/ Steven Trieu, as attorney-in-fact | | 4/27/2020 |
| **Signature of Reporting Person | Date |
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