Mark Zediker - Jan 31, 2023 Form 4 Insider Report for Nuburu, Inc. (BURU)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: / s/ Brian Knaley, by power of attorney on behalf of Mark Zediker
Stock symbol: BURU
Transactions as of: Jan 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/2/2023, 08:02 PM
Next filing: Apr 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BURU	Common Stock	Award		+4.31M			4.31M	Jan 31, 2023	Direct	F1, F2

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	BURU	Stock Option (right to buy)	Award		+999K			999K	Jan 31, 2023	Common Stock	999K	$4.86	Direct	F1, F3, F4
transaction	BURU	Stock Option (right to buy)	Award		+5.15K			5.15K	Jan 31, 2023	Common Stock	5.15K	$1.36	See footnote	F1, F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").
F2	In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock, par value $0.0001 per share ("Legacy Nuburu Common Stock"), issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio").
F3	1/4th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above, and 1/48th vested or will vest each month thereafter on the same day of the month subject to Dr. Zediker continuing to serve as a service provider to the Issuer through the applicable vesting date.
F4	In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu Common Stock, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on the Common Stock Exchange Ratio.
F5	100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.
F6	The option is held directly by Dr. Zediker's spouse. Dr. Zediker may be deemed to share voting and investment control over the option; however, Dr. Zediker disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.