| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/17/2019 |
3. Issuer Name and Ticker or Trading Symbol
Union Acquisition Corp. II [ LATNU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) |
| Ordinary Shares | 2,368,125(1) | I | By Union Group International Holdings Limited(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | ||||
| Warrant(3) | (4) | (5) | Ordinary Shares | 2,875,000 | 11.5 | I | By Union Group International Holdings Limited(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Includes up to 328,125 ordinary shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. |
| 2. The shares are owned directly by Union Group International Holdings Ltd, a ten percent owner of the issuer, and indirectly by its Chairman Juan Sartori, non-executive Chairman of the Board of the issuer. Mr. Sartori disclaims beneficial ownership of the securities held by Union Group International Holdings Inc. except to the extent of his pecuniary interest therein. |
| 3. Includes Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Union Group International Holdings Ltd. irrevocably committed to purchase. Does not include up to 262,500 additional Warrants which Union Group International Holdings Ltd. irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. |
| 4. Each Warrant will become exercisable on the later of the completion of an initial business combination and October 17, 2020. |
| 5. Each Warrant will expire five years after the completion of an initial business combination. |
| Remarks: |
| /s/ Juan Sartori | 10/17/2019 | |
| /s/ Juan Sartori, Chairman of Union Group International Holdings Ltd. | 10/17/2019 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||