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) 06/04/2020 |
3. Issuer Name and Ticker or Trading Symbol
ARYA Sciences Acquisition Corp II [ ARYB ] |
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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) |
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 | ||||
Class B ordinary shares | (1) | (1) | Class A ordinary shares | 3,647,500(2) | (1) | I(3) | By ARYA Sciences Holdings II |
Explanation of Responses: |
1. As described in the issuer's registration statement on Form S-1 (File No. 333-238488) under the heading "Description of Securities--Founder Shares", the shares of Class B ordinary shares, par value $0.0001 per share, will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination 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. The Class B ordinary shares owned by the reporting person include up to 487,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. |
3. The securities reported herein are held by ARYA Sciences Holdings II (the "Sponsor"). The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and the Reporting Person. As such, Mr. Stone and the Reporting Person have voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by the Sponsor. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney. No securities are beneficially owned. |
/s/ Samuel M. Cohn, as attorney-in-fact | 06/04/2020 | |
** 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. |
(i) |
execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, director nominee, officer or beneficial owner of ordinary shares of ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”),
any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;
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(ii) |
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such schedules or forms and timely file such forms with the United States Securities and Exchange
Commission and any applicable stock exchange; and
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(iii) |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such
attorneys-in-fact’s discretion.
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By:
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/s/ Michael Altman
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Name:
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Michael Altman
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Title:
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Chief Financial Officer
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Together we will deliver science that takes us closer to meaningful change for people with neurological and psychiatric disorders.