Tailwind Two Sponsor LLC - Mar 25, 2022 Form 4 Insider Report for Tailwind Two Acquisition Corp. (LLAP)

Role
10%+ Owner
Signature
Tailwind Two Sponsor LLC, by Philip Krim, Authorized Signatory 03/29/2022
Stock symbol
LLAP
Transactions as of
Mar 25, 2022
Transactions value $
$11,583,000
Form type
4
Date filed
3/29/2022, 07:35 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LLAP Common Stock Conversion of derivative security +8.55M 8.55M Mar 25, 2022 Direct F1, F2
transaction LLAP Common Stock Disposed to Issuer -525K -6.14% 8.03M Mar 25, 2022 Direct F1, F3, 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 LLAP Class B ordinary shares Conversion of derivative security -8.55M -50% 8.55M Mar 25, 2022 Class A ordinary shares 8.55M Direct F1, F2
transaction LLAP Warrants Award $11.6M +7.72M $1.50 7.72M Mar 25, 2022 Class A ordinary shares 7.72M $11.50 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tailwind Two Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-253224) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2 In connection with the closing of the issuer's initial business combination on March 25, 2022 (the "Transaction"), the reported securities were converted on a one for one basis into Common Stock.
F3 The reported securities were forfeited for no consideration in connection with the closing of the Transaction.
F4 Tailwind Two Sponsor LLC directly holds 8,025,000 shares of Common Stock. Mr. Philip Krim controls Tailwind Two Sponsor LLC and, as such, shares voting and investment discretion with respect to the securities held by Tailwind Two Sponsor LLC and may be deemed to have beneficial ownership of such securities, provided that Mr. Philip Krim disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of the reported securities in this statement shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F5 Warrants to acquire Common Stock on a one for one basis, that are exercisable thirty (30) days after the completion of an initial business combination, which occurred on March 25, 2022.