Ronald Lee Nicol - Jan 31, 2023 Form 4 Insider Report for Nuburu, Inc. (BURU)

Role: Director
Signature: /s/ Brian Knaley, by power of attorney on behalf of Ron Nicol
Stock symbol: BURU
Transactions as of: Jan 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/2/2023, 08:03 PM
Next filing: Apr 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BURU	Common Stock	Award		+146K			146K	Jan 31, 2023	Direct	F1, F2
transaction	BURU	Common Stock	Award		+121K			121K	Jan 31, 2023	See footnote	F1, F2, F3

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	Series A Preferred Stock	Award		+121K			121K	Jan 31, 2023	Common Stock	243K	$5.00	Direct	F1, F4, F5, F6
transaction	BURU	Stock Option (right to buy)	Award		+515K			515K	Jan 31, 2023	Common Stock	515K	$6.12	Direct	F1, F7, F8

* 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 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, par value $0.0001, per share of the Issuer (the "Common Stock") of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio").
F3	The shares are held directly by Eunomia, LP. Mr. Nicol is the manager of Eunomia, LP and exercises voting and investment control over these shares. Mr. Nicol claims beneficial ownership of these shares.
F4	The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations").
F5	Consists of shares of Preferred Stock that were issued to certain holders of record of Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock.
F6	The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
F7	1/4th of the shares subject to the option vested and became 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 Mr. Nicol continuing to serve as a service provider to the Issuer through the applicable vesting date.
F8	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 the Common Stock Exchange Ratio.