CFIIU CF Finance Acquisition Corporation II

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * CF Finance Holdings II, LLC	2. Issuer Name and Ticker or Trading Symbol CF Finance Acquisition Corp II [ CFII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 110 EAST 59TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 10/10/2020
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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	(1)	10/10/2020		J (2)			1875000	(1)	(1)	Class A Common Stock	1875000	$0.00	12480000	I	See Footnote (3)

Explanation of Responses:
(1)	As described in the issuer's registration statement on Form S-1 (File No. 333-241727) under the heading "Description of Securities--Founder Shares", 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 on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
(2)	As contemplated in connection with the initial public offering of the issuer, 1,875,000 shares of Class B common stock were returned by CF Finance Holdings II, LLC (the "Sponsor") to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised.
(3)	The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick, the issuer's Chairman and Chief Executive Officer, is the trustee of the sole stockholder of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CF Finance Holdings II, LLC 110 EAST 59TH STREET NEW YORK, NY 10022	X	X	Chief Executive Officer
CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY 10022		X
CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY 10022		X
LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK, NY 10022	X	X	Chief Executive Officer

Signatures
/s/ Howard Lutnick		10/14/2020
**Signature of Reporting Person		Date
/s/ Howard Lutnick, as Chief Executive Officer of CF Finance Holdings LLC		10/14/2020
**Signature of Reporting Person		Date
/s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.		10/14/2020
**Signature of Reporting Person		Date
/s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc.		10/14/2020
**Signature of Reporting Person		Date