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

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1. Name and Address of Reporting Person* ROBBINS LARRY (Last) (First) (Middle) 767 FIFTH AVENUE 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2021	3. Issuer Name and Ticker or Trading Symbol Longview Acquisition Corp. II [ LGV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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 Common Stock	(1)	(1)	Class A Common Stock	14,300,000(1)(2)	(1)	I(3)	See footnotes

Explanation of Responses:

1. Shares of Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock 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" in the Issuer's registration statement on form S-1 (File No. 333-252594) and have no expiration date.

2. Includes up to 1,875,000 shares of Class B Common Stock subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Issuer's registration statement.

3. The securities are held directly by Longview Investors II LLC. The Reporting Person is the managing member of Longview Investors II LLC and shares voting and dispositive power over and may be deemed to beneficially own such shares hold by Longview Investors II LLC. The Reporting Person disclaims beneficial ownership over any securities owned by Longview Investors II LLC other than to the extent of any pecuniary interest he may have therein.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Larry Robbins	03/18/2021
	** 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).
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