0001213900-21-065281.txt : 20211214 0001213900-21-065281.hdr.sgml : 20211214 20211214194155 ACCESSION NUMBER: 0001213900-21-065281 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211214 FILED AS OF DATE: 20211214 DATE AS OF CHANGE: 20211214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EILERS PATRICK C CENTRAL INDEX KEY: 0001246237 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 211492507 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brombach Theodore J CENTRAL INDEX KEY: 0001718218 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 211492506 MAIL ADDRESS: STREET 1: 321 N. CLARK STREET CITY: CHICAGO STATE: IL ZIP: 60054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: XMS XPDI Sponsor II Holdings LLC CENTRAL INDEX KEY: 0001899267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 211492508 BUSINESS ADDRESS: STREET 1: C/O POWER & DIGITAL INFRASTRUCTURE STREET 2: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: C/O POWER & DIGITAL INFRASTRUCTURE STREET 2: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: XPDI Sponsor II LLC CENTRAL INDEX KEY: 0001855453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 211492510 BUSINESS ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Transition Equity Partners, LLC CENTRAL INDEX KEY: 0001845169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 211492509 BUSINESS ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER NAME: FORMER CONFORMED NAME: Energy & Power Transition Partners, LLC DATE OF NAME CHANGE: 20210209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Power & Digital Infrastructure Acquisition II Corp. CENTRAL INDEX KEY: 0001855474 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 3/A 1 ownership.xml X0206 3/A 2021-12-14 2021-12-09 0 0001855474 Power & Digital Infrastructure Acquisition II Corp. XPDB 0001855453 XPDI Sponsor II LLC 321 NORTH CLARK STREET, SUITE 2440 CHICAGO IL 60654 0 0 1 0 0001845169 Transition Equity Partners, LLC 58 INDIAN HILL RD WINNETKA IL 60093 0 0 0 1 Managing Member 0001899267 XMS XPDI Sponsor II Holdings LLC 321 NORTH CLARK STREET, SUITE 2440 CHICAGO IL 60654 0 0 0 1 Managing Member 0001246237 EILERS PATRICK C 58 INDIAN HILL RD WINNETKA IL 60093 0 0 1 0 0001718218 Brombach Theodore J 321 NORTH CLARK STREET, SUITE 2440 CHICAGO IL 60654 0 0 1 0 Class B common stock Class A common stock 7097500 D As described in the issuer's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", 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, 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. The shares of Class B common stock beneficially owned by the reporting person include up to 937,500 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. This Form 3 amendment is being filed by XPDI Sponsor II LLC (the "Sponsor") to amend the original Form 3 filed on December 9, 2021 solely to include Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") as reporting persons and signatories. The original Form 3 included correct beneficial ownership information in the footnotes, however it did not include TEP and XMS XPDI Holdings as reporting persons and signatories. The Sponsor is controlled by its managing members, TEP and XMS XPDI Holdings. Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 3. /s/ See signatures included in Exhibit 99.1 2021-12-14 EX-99.1 2 ea152285ex99-1_power2.htm SIGNATURE

Exhibit 99.1

This Form 3 amendment is filed jointly by XPDI Sponsor II LLC, Transition Equity Partners, LLC and XMS XPDI Sponsor II Holdings LLC. The principal business address of each of these reporting persons is 321 North Clark Street, Suite 2440, Chicago, IL 60654.

Name of Designated Filer: XPDI Sponsor II LLC

Date of Event Requiring Statement: December 9, 2021

Issuer Name and Ticker or Trading Symbol: Power & Digital Infrastructure Acquisition II Corp. (Nasdaq: XPDB)

XPDI SPONSOR II LLC

By:	Transition Equity Partners, LLC
Its:	Managing Member

By:	/s/ Patrick C. Eilers
Name:	Patrick C. Eilers
Title:	Managing Member

By:	XMS XPDI Sponsor II Holdings, LLC
Its:	Managing Member

By:	/s/ Theodore J. Brombach
Name:	Theodore J. Brombach
Title:	Managing Member

TRANSITION EQUITY PARTNERS, LLC

By:	/s/ Patrick C. Eilers
Name:	Patrick C. Eilers
Title:	Managing Member

XMS XPDI SPONSOR II HOLDINGS, LLC

By:	/s/ Theodore J. Brombach
Name:	Theodore J. Brombach
Title:	Managing Member