Richard Bays - Oct 30, 2024 Form 4 Insider Report for Terran Orbital Corp (LLAP)

Role: SVP & CIO
Signature: /s/ Stephanie McMenamy, attorney-in-fact
Stock symbol: LLAP
Transactions as of: Oct 30, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/30/2024, 08:54 AM
Previous filing: Jul 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LLAP	Common Stock, par value $0.0001 per share	Disposed to Issuer		-30.7K	-100%		0	Oct 30, 2024	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	LLAP	Restricted Stock Units	Disposed to Issuer	-151K	-100%	Oct 30, 2024	Common Stock	151K	Direct	F2
transaction	LLAP	$11 Retention Restricted Stock Units	Disposed to Issuer	-15.9K	-100%	Oct 30, 2024	Common Stock	15.9K	Direct	F2
transaction	LLAP	$13 Retention Restricted Stock Units	Disposed to Issuer	-13.5K	-100%	Oct 30, 2024	Common Stock	13.5K	Direct	F2

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

Richard Bays is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On October 30, 2024, the reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 15, 2024, by and among Terran Orbital Corporation, a Delaware corporation ("Terran"), Lockheed Martin Corporation, a Maryland corporation ("Parent"), and Tholian Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Terran with Terran as the surviving corporation of the merger (the "Merger"). Upon the effectiveness of the Merger, the reporting person received $0.25 in cash, without interest (the "Merger Consideration"), for each share of common stock, par value $0.0001 per share, of Terran (the "Common Stock").
F2	Upon the effectiveness of the Merger and pursuant to the Merger Agreement, each restricted stock unit with respect to the Common Stock (the "Company RSUs") held by the reporting person automatically became fully vested and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding of taxes, equal to the product of (i) the total number of shares of Common Stock underlying such Company RSU held by the reporting person multiplied by (ii) the Merger Consideration.

Content

On October 30, 2024, the reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 15, 2024, by and among Terran Orbital Corporation, a Delaware corporation ("Terran"), Lockheed Martin Corporation, a Maryland corporation ("Parent"), and Tholian Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Terran with Terran as the surviving corporation of the merger (the "Merger"). Upon the effectiveness of the Merger, the reporting person received $0.25 in cash, without interest (the "Merger Consideration"), for each share of common stock, par value $0.0001 per share, of Terran (the "Common Stock").

Upon the effectiveness of the Merger and pursuant to the Merger Agreement, each restricted stock unit with respect to the Common Stock (the "Company RSUs") held by the reporting person automatically became fully vested and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding of taxes, equal to the product of (i) the total number of shares of Common Stock underlying such Company RSU held by the reporting person multiplied by (ii) the Merger Consideration.