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Tishman Speyer Innovation Corp II (TSIB)

Filed: 29 Mar 21, 8:00pm
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*
Tishman Speyer Innovation Sponsor II, L.L.C.

(Last) (First) (Middle)
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tishman Speyer Innovation Corp. II [ TSIB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2021
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (1) 03/28/2021 J(2) 1,125,000 (1) (1) Class A common stock 1,125,000 (2) 7,356,000 D(3)
1. Name and Address of Reporting Person*
Tishman Speyer Innovation Sponsor II, L.L.C.

(Last) (First) (Middle)
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TISHMAN SPEYER PROPERTIES L P

(Last) (First) (Middle)
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tishman Speyer Properties, Inc.

(Last) (First) (Middle)
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Speyer Robert J.

(Last) (First) (Middle)
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Speyer Jerry I.

(Last) (First) (Middle)
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-252423), the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of 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 adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. Forfeiture to the issuer for no consideration because the underwriters for the issuer's initial public offering did not fully exercise the over-allotment option.
3. Represents 7,356,000 shares of Class B common stock directly held by Tishman Speyer Innovation Sponsor II, L.L.C. (the "Sponsor"). The manager of the Sponsor is Tishman Speyer Properties, L.P. ("Tishman Speyer"). The general partner of Tishman Speyer is Tishman Speyer Properties, Inc. ("Tishman Speyer GP"). Robert J. Speyer, Chairman and Chief Executive Officer of the issuer, and Jerry I. Speyer are the co-trustees of a voting trust that holds all voting common stock in Tishman Speyer GP and therefore may be deemed to share voting and investment power with respect to the securities subject to this report. Each of the reporting persons disclaims any beneficial ownership of the securities subject to this report, except to the extent of any pecuniary interest therein.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the reporting persons to the issuer.
Tishman Speyer Innovation Sponsor II, L.L.C. By: Tishman Speyer Properties, L.P., its manager By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary 03/30/2021
Tishman Speyer Properties, L.P. By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary 03/30/2021
Tishman Speyer Properties, Inc. By: /s/ Michael B. Benner, Vice President & Secretary 03/30/2021
/s/ Melissa Chia as Attorney-in-Fact for Robert J. Speyer 03/30/2021
/s/ Melissa Chia as Attorney-in-Fact for Jerry I. Speyer 03/30/2021
** 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).
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