Guo Xiao - 14 Sep 2021 Form 3 Insider Report for Turing Holding Corp. (TWKS)

Role: Chief Executive Officer, Director
Signature: /s/ Christine McKillip as Attorney-in-Fact for the Reporting Person
Issuer symbol: TWKS
Transactions as of: 14 Sep 2021
Transactions value $: $0
Form type: 3
Filing time: 14 Sep 2021, 21:51:50
Next filing: 21 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TWKS	Common Stock						131K	14 Sep 2021	Direct
holding	TWKS	Common Stock						919K	14 Sep 2021	Xiao Guo Trust 2020

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

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TWKS	Options to purchase common stock	14 Sep 2021	Common Stock	1.5M	$2.29	Direct	F1
holding	TWKS	Options to purchase common stock	14 Sep 2021	Common Stock	374K	$2.48	Direct	F1
holding	TWKS	Options to purchase common stock	14 Sep 2021	Common Stock	12.5K	$5.16	Direct	F1
holding	TWKS	Stock appreciation rights	14 Sep 2021	Common Stock	2.01K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Options on Class C Common Stock of Turing Holding Corp. (the "Company"), which will become options on the Company's common stock upon completion of the Company's initial public offering (the "IPO"). The reported securities were received, pursuant to the methodology and conversion ratio set forth in the registration statement filed by the Issuer with the SEC on September 7, 2021 relating to the offering reorganization transactions (the "Transactions"), with a portion of the reported securities fully vested on the date of the Transactions and a portion that remains subject to vesting terms that applied to the pre-conversion options held by the Reporting Person prior to the Transactions.
F2	The reported securities represent stock appreciation rights ("SARs") with respect to the Class C Common Stock of the Company, which will become SARs on the Company's common stock upon completion of the IPO. The reported securities were received, pursuant to the methodology and conversion ratio set forth in the registration statement filed by the Issuer with the SEC on September 7, 2021 relating to the Transactions.

Content

Represents Options on Class C Common Stock of Turing Holding Corp. (the "Company"), which will become options on the Company's common stock upon completion of the Company's initial public offering (the "IPO"). The reported securities were received, pursuant to the methodology and conversion ratio set forth in the registration statement filed by the Issuer with the SEC on September 7, 2021 relating to the offering reorganization transactions (the "Transactions"), with a portion of the reported securities fully vested on the date of the Transactions and a portion that remains subject to vesting terms that applied to the pre-conversion options held by the Reporting Person prior to the Transactions.

The reported securities represent stock appreciation rights ("SARs") with respect to the Class C Common Stock of the Company, which will become SARs on the Company's common stock upon completion of the IPO. The reported securities were received, pursuant to the methodology and conversion ratio set forth in the registration statement filed by the Issuer with the SEC on September 7, 2021 relating to the Transactions.

Remarks:

Exhibit 24 - Power of Attorney