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

Role
Chief Financial Officer
Signature
/s/ Brian Knaley
Stock symbol
BURU
Transactions as of
Jan 31, 2023
Transactions value $
$0
Form type
4
Date filed
2/2/2023, 08:02 PM
Previous filing
Jun 29, 2021
Next filing
Jul 20, 2023

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 +345K 345K Jan 31, 2023 Common Stock 345K $6.12 Direct F1, F2, F3
* 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 1/4th of the total shares will vest on the Exercisable Date set forth above and 1/48th will vest each month thereafter on the same day of the month subject to Mr. Knaley remaining employed as the Issuer's Chief Financial Officer through the applicable vesting date.
F3 In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on an exchange ratio calculated at closing.