TCAC Sponsor, LLC - Jun 14, 2022 Form 4 Insider Report for SpringBig Holdings, Inc. (SBIG)

Role
10%+ Owner
Signature
TCAC Sponsor, LLC, By: Al Foreman, as authorized signatory
Stock symbol
SBIG
Transactions as of
Jun 14, 2022
Transactions value $
$12,000,000
Form type
4
Date filed
6/29/2022, 07:59 PM
Previous filing
May 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SBIG Common Stock Options Exercise $0 +4.87M $0.00 4.87M Jun 14, 2022 Direct F1
transaction SBIG Common Stock Other $0 -1M -20.53% $0.00 3.87M Jun 14, 2022 Direct F2, F3
transaction SBIG Common Stock Purchase $6M +600K $10.00* 600K Jun 14, 2022 Direct F4

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 SBIG Class B ordinary shares Conversion of derivative security -4.87M -100% 0 Jun 14, 2022 Class A Common Stock 4.87M Direct F1, F2
transaction SBIG Warrants Purchase $6M +6M $1.00 6M Jun 14, 2022 Class A Common Stock 6M $11.50 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Class B ordinary share, par value $0.0001, of the Issuer that was held by the reporting person, TCAC Sponsor, LLC (the "Sponsor"), automatically converted into one share of common stock, par value $0.0001, of the Issuer at the closing of the Issuer's initial business combination on June 14, 2022 (the "Business Combination"). The Class B ordinary shares had no expiration date. The Sponsor is the record owner of these shares. The number of shares reported takes into account a previous transfer by the Sponsor of 40,000 Class B ordinary shares to a former director, Michael Finkelman, on August 21, 2021, in connection with his appointment to the Issuer's board of directors.
F2 In connection with the Business Combination, following the conversion of Class B ordinary shares into common stock, 1,000,000 shares of common stock were forfeited by the Sponsor.
F3 974,000 of these shares have been deposited into escrow in connection with the closing of the Business Combination, subject to release to the Sponsor if the closing price of the Issuer's common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing of the Business Combination and no later than 60 months following the closing of the Business Combination.
F4 Tuatara Capital Fund II, L.P ("Fund II") is the record owner of these shares. Fund II is the sole member of the Sponsor. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by the Sponsor with respect to shares of the Issuer, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Fund II's managers, none of the managers is deemed to be a beneficial owner of the Issuer's securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of these shares.
F5 Represents warrants converted in connection with the Business Combination and which may be exercised for shares of common stock at a price of $11.50 per share. The warrants were purchased as private placement warrants for $1.00 per share. The Sponsor is the record owner of these warrants. The warrants become exercisable thirty days after the Business Combination.