Sec Form 13G Filing - Haymaker Sponsor II LLC @ Haymaker Acquisition Corp. II

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Haymaker Acquisition Corp. II

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.0001

(Title of Class of Securities)

42087L101

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 42087L101


1.	Names of Reporting Persons Haymaker Sponsor II LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 10,000,000⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 10,000,000⁽¹⁾⁽²⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 42087L101 < /p>


1.	Names of Reporting Persons Steven J. Heyer
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 10,000,000⁽¹⁾
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 10,000,000⁽¹⁾⁽²⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 42087L101


1.	Names of Reporting Persons Andrew R. Heyer
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 10,000,000⁽¹⁾
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 10,000,000⁽¹⁾⁽²⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) IN

(1)

See Item 4. These shares are the Issuer’s Class B Common Stock, which will automatically convert into shares of the Issuer’s Class A Common Stock at the time of the Issuer’s initial business combination or earlier at the option of the holder and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-231617). Haymaker Sponsor II LLC is the record holder of the shares reported herein. Messrs. Heyer and Heyer are the managing members of Haymaker Sponsor II LLC. As such, they may be deemed to have or share voting and dispositive power of the Class B Common Stock held directly by Haymaker Sponsor II LLC.

(2)	Excludes 5,550,000 shares which may be purchased by exercising warrants that are not presently exercisable.

(3)	Based on 40,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock issued and outstanding as of October 31, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

Item 1(a).

Name of Issuer

Haymaker Acquisition Corp. II (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

650 Fifth Avenue, Floor 10

New York, NY 10019

Item 2(a).

Names of Persons Filing

Haymaker Sponsor II LLC, Steven J. Heyer and Andrew R. Heyer (collectively, the “Reporting Persons”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

650 Fifth Avenue, Floor 10

New York, NY 10019

Item 2(c).

Citizenship

Haymaker Sponsor II LLC is a limited liability company formed in Delaware. Each of Steven J. Heyer and Andrew R. Heyer is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities

Class A Common Stock, $0.0001 par value per share.

* Class A common stock is the class of common stock of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. The Reporting Persons own shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to Haymaker Sponsor II LLC or its affiliates upon conversion of loans made to the Issuer).

Item 2(e).

CUSIP Number

42087L101

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

&# xA0;

☐

(a) Broker or Dealer registered under Section 15 of the Exchange Act.

☐

(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

☐

(d) Investment company registered under Section 8 of the Investment Company Act.

☐

(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

☐

(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

☐

(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

☐

(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

☐

(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

Not applicable

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2019, the Reporting Persons may be deemed to beneficially own 10,000,000 shares of the Issuer’s Class B Common Stock, representing 20% of the total Class A and Class B Common Stock issued and outstanding. The Class B Common Stock is automatically convertible into the Issuer’s Class A Common Stock at the time of the Issuer’s Business Combination, or earlier at the option of the Reporting Persons, on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-231617). The percentage of Class B Common Stock held by the Reporting Persons is based upon 40,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock issued and outstanding as of October 31, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

Haymaker Sponsor II LLC is the record holder of the shares reported herein. Messrs. Heyer and Heyer are the managing members of Haymaker Sponsor II LLC. As such, they may be deemed to have or share voting and dispositive power of the Class B Common Stock held directly by Haymaker Sponsor II LLC.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: February 6, 2020

/s/ Steven J. Heyer, as

managing member of 02/06/2020

Haymaker Sponsor II LLC

/s/ Andrew R. Heyer, as

managing member of 02/06/2020

Haymaker Sponsor II LLC

/s/ Steven J. Heyer 02/06/2020

/s/ Andrew R. Heyer 02/06/2020

** Signature of Reporting Date

Person

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A commo n stock, $0.0001 par value per share, of Haymaker Acquisition Corp. II, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 6, 2020.


Haymaker Sponsor II LLC

By:		/s/ Steven J. Heyer
Name:		Steven J. Heyer
Title:		Managing Member

By:		/s/ Andrew R. Heyer
Name:		Andrew R. Heyer
Title:		Managing Member

/s/ Steven J. Heyer
Steven J. Heyer

/s/ Andrew R. Heyer
Andrew R. Heyer

Sec Form 13G Filing - Haymaker Sponsor II LLC filing for Haymaker Acquisition Corp. II (HYAC) - 2020-02-06