SEC FORM 4

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^*

Pradhan Anshu

(Last)

(First)

(Middle)

C/O VIEW, INC.

195 S. MILPITAS BLVD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CF Finance Acquisition Corp II [ VIEW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾⁽²⁾	03/08/2021		A		714,531	A	⁽¹⁾⁽²⁾	714,531	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$9.04	03/08/2021		A		11,625		⁽³⁾	⁽³⁾	Class A Common Stock	11,625	⁽³⁾	11,625	D
Stock Options	$15.77	03/08/2021		A		18,600		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	18,600	⁽⁴⁾	18,600	D
Stock Options	$9.04	03/08/2021		A		348,749		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	348,749	⁽⁵⁾	348,749	D
Stock Options	$9.04	03/08/2021		A		116,249		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	116,249	⁽⁶⁾	116,249	D
Stock Options	$10	03/08/2021		A		700,000		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	700,000	⁽⁷⁾	700,000	D

Explanation of Responses:

1. In connection with the Issuer's business combination (the "Business Combination") with View, Inc. ("Legacy View") in accordance with the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 30, 2020, among the Issuer (f/k/a CF Finance Acquisition Corp. II), PVMS Merger Sub, Inc. and Legacy View, each share of Legacy View common stock was converted into 0.02325 shares of the Issuer's Class A Common Stock upon the closing of the Business Combination. Upon the closing of the Business Combination, 700,000 restricted stock units ("RSUs") were granted to the reporting person under the Issuer's 2021 Equity Incentive Plan ("2021 Plan"). The RSUs are subject to both time and performance based vesting. 1/4th of the RSUs will time vest on March 8, 2022 and 1/48th on the same day of each month for the next three years, so that all such shares subject to this award will be fully time vested on March 8, 2025.

2. (Continued from Footnote 1) 1/2 of the RSUs will performance vest if the average closing stock price of shares of the Issuer's Class A Common Stock equals or exceeds $15.00 per share over a sixty (60) trading day period at any time during the four year vesting period ("$15 hurdle"), and all of the RSUs will performance vest if the average closing stock price of shares of the Issuer's Class A Common Stock equals or exceeds $20.00 per share over a sixty (60) trading day period at any time during the four year vesting period ("$20 hurdle"). If the $15 hurdle has not been met by March 8, 2025, all of the RSUs will be forfeited and returned to the 2021 Plan. If the $15 hurdle has been met but not the $20 hurdle by March 8, 2025, 1/2 of the RSUs will be forfeited and returned to the 2021 Plan.

3. Upon the closing of the Business Combination, each stock option issued under Legacy View's Amended and Restated 2018 Equity Incentive Plan ("Stock Option") was converted into an option to purchase a number of shares of the Issuer's Class A Common Stock in accordance with the Merger Agreement, and the Stock Options granted to the reporting person on September 5, 2012 were converted into options to purchase 11,625 shares of the Issuer's Class A Common Stock at an exercise price of $9.04. 1/4th of the shares subject to this award vested on August 24, 2013 and 1/36th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award were fully vested and exercisable on August 24, 2016.

4. The Stock Options granted to the reporting person on May 5, 2016 were converted into options to purchase 18,600 shares of the Issuer's Class A Common Stock at an exercise price of $15.77. 1/5th of the shares subject to this award vested on October 1, 2016 and 1/60th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award were fully vested and exercisable on October 1, 2020.

5. The Stock Options granted to the reporting person on December 4, 2018 were converted into options to purchase 348,749 shares of the Issuer's Class A Common Stock at an exercise price of $9.04. 1/48th of the shares subject to this award vested on December 1, 2018 and 1/48th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award were fully vested and exercisable on November 1, 2022.

6. The Stock Options granted to the reporting person on November 13, 2019 were converted into options to purchase 116,249 shares of the Issuer's Class A Common Stock at an exercise price of $9.04. 1/48th of the shares subject to this award vested on October 1, 2019 and 1/48th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award were fully vested and exercisable on September 1, 2023.

7. Upon the closing of the Business Combination, stock options were granted from the Issuer's 2021 Equity Incentive Plan ("2021 Stock Option"). The 2021 Stock Options granted to the reporting person on the closing date of the Business Combination ("Closing Date") were options to purchase 700,000 shares of the Issuer's Class A Common Stock at an exercise price of $10.00 per share. 1/4th of the shares subject to this award will vest on the one year anniversary of the Closing Date and on the same day of each month for the next three years, so that all such shares subject to the award will be fully vested and exercisable on the four year anniversary of the Closing Date.

Remarks:

SENIOR VICE PRESIDENT, ENGINEERING

	/s/ William Krause, Attorney-in-fact	03/10/2021
	** Signature of Reporting Person	Date
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