Tcp Sa, Llc - May 7, 2021 Form 4 Insider Report for TB SA Acquisition Corp (TBSA)

Role
Sponsor
Signature
/s/ Glenn Miller, as Authorized Signatory
Stock symbol
TBSA
Transactions as of
May 7, 2021
Transactions value $
$0
Form type
4
Date filed
5/12/2021, 04:06 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TBSA Class B ordinary shares Other -750K -13.5% 4.81M May 7, 2021 Class A ordinary shares 750K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 reflects the automatic surrender to TB SA Acquisition Corp (the "issuer") of 750,000 shares of the issuer's Class B ordinary shares, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the election by the underwriter of the issuer's initial public offering not to exercise its option to purchase additional units.
F2 As described in the issuer's registration statement on Form S-1 (File No. 333-253086) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and will have certain anti-dilution rights and have no expiration date.
F3 TCP SA GP, Ltd is the general partner of the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. The sole member of TCP SA GP, Ltd is TowerBrook Investors, Ltd. Neal Moszkowski and Ramez Sousou hold 100% of the voting securities of TowerBrook Investors, Ltd.