FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sternberg Ophir
  2. Issuer Name and Ticker or Trading Symbol
Lionheart Acquisition Corp. II [LCAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT AND CEO
(Last)
(First)
(Middle)
4218 2ND AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2020
(Street)

MIAMI, FL 33137
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/18/2020   P   595,000 (1) A $ 10 595,000 I By Lionheart Equities, LLC (2)
Class A Common Stock 08/18/2020   S   335,000 (4) D $ 10 260,000 I By Lionheart Equities, LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (3) 08/18/2020   S     1,005,000   (3)   (3) Class A Common Stock 1,005,000 (3) 4,662,500 I By Lionheart Equities, LLC (2)
Warrants to purchase Class A Common Stock $ 11.5 08/18/2020   P   297,500     (5)   (6) Class A Common Stock 297,500 (1) 297,500 I By Lionheart Equities, LLC (2)
Warrants to purchase Class A Common Stock $ 11.5 08/18/2020   S     167,500   (5)   (6) Class A Common Stock 167,500 (4) 130,000 I By Lionheart Equities, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sternberg Ophir
4218 2ND AVENUE
MIAMI, FL 33137
  X   X   PRESIDENT AND CEO  

Signatures

 /s/ Ophir Sternberg   08/20/2020
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Immediately following the closing of the offering, Lionheart Equities, LLC acquired units (each, a "Private Unit") in a private placement that closed simultaneously with the closing of the offering. Each Private Unit consists of one share of Class A common stock and one-half of one warrant (each, a "Private Warrant"), with each whole Private Warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in the registrant's registration on Form S-1 (File No. 333-240130) (the "Registration Statement")
(2) Represents shares held by Lionheart Equities, LLC, over which Ophir Sternberg has voting and dispositive power.
(3) Immediately following the closing of the offering, Lionheart Equities, LLC transferred shares of Class B common stock to certain persons. As described in the Registration Statement under the heading "Description of Securities - Founder Shares and Private Units," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
(4) Immediately following the closing of the offering, Lionheart Equities, LLC transferred 335,000 Private Units to certain persons.
(5) The Private Warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering.
(6) The Private Warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the Registration Statement.

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