SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Ross Holding Co LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2021
3. Issuer Name and Ticker or Trading Symbol
Ross Acquisition Corp II [ ROSS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
See Exhibit 99.1
5. 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 Beneficially Owned
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)
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, par value $0.0001 per share (1)(2) (1)(2) Class A ordinary shares, par value $0.0001 per share 8,625,000 (1)(2) D(1)(2)(3)(4)
Stock Option (obligation to sell) 03/11/2021 03/11/2025 Class B ordinary shares, par value $0.0001 per share 15,000 10 D
Stock Option (obligation to sell) 03/11/2021 03/11/2025 Class B ordinary shares, par value $0.0001 per share 15,000 10 D
Stock Option (obligation to sell) 03/11/2021 03/11/2025 Class B ordinary shares, par value $0.0001 per share 15,000 10 D
1. Name and Address of Reporting Person*
Ross Holding Co LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROSS WILBUR L JR

(Last) (First) (Middle)
1 PELICAN LANE

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Toy Stephen J.

(Last) (First) (Middle)
1 PELICAN LANE

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Qureshi Nadim Z

(Last) (First) (Middle)
1 PELICAN LANE

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
Explanation of Responses:
1. The reported shares of Ross Acquisition Corp II (the "Issuer") are directly owned by Ross Holding Company LLC (the "Sponsor"), and indirectly owned by Wilbur L Ross, Jr., Stephen J. Toy and Nadim Z. Qureshi, managing members of the Sponsor (together with the Sponsor, the "Reporting Persons"), and include up to 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments.
2. [continued from footnote 1] Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities -Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252633). The Class B ordinary shares have no expiration date.
3. Because of the relationships among the Reporting Persons, each of the Reporting Persons may be deemed to beneficially own the securities reported herein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. Exhibit 24.1 (Power of Attorney).
See Exhibit 99.1 for Signatures 03/11/2021
** 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 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.