Jane Chwick - 13 Nov 2024 Form 4 Insider Report for Thoughtworks Holding, Inc.

Role: Director
Signature: /s/ Christine McKillip Attorney-in-Fact for Reporting Person
Issuer symbol: N/A
Transactions as of: 13 Nov 2024
Net transactions value: -$659,265
Form type: 4
Filing time: 15 Nov 2024, 17:20:10 UTC
Previous filing: 07 Jun 2024
Next filing: 03 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWKS	Common Stock, $0.001 par value ("Common Stock")	Disposed to Issuer	$659,265	-149,833	-100%	$4.40	0	13 Nov 2024	Direct	F1

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	TWKS	Options to purchase Common Stock	Disposed to Issuer		-25,339	-100%		0	13 Nov 2024	Common Stock	25,339	$2.11	Direct	F2
transaction	TWKS	Options to purchase Common Stock	Disposed to Issuer		-32,685	-100%		0	13 Nov 2024	Common Stock	32,685	$1.92	Direct	F2

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

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

Explanation of Responses:

Id	Content
F1	On November 13, 2024 (the "Effective Time"), Thoughtworks Holding, Inc. (the "Company") completed its merger (the "Merger") with Tasmania Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Tasmania Midco, LLC ("Parent"). Pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of August 5, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement"), at the Effective Time, each of the reporting person's shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $4.40 per share in cash, without interest thereon, and less any applicable tax withholdings.
F2	This stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each of the reporting person's options to purchase shares of Common Stock (a "Company Option") that were vested, outstanding and unexercised immediately prior to the Effective Time (a "Vested Company Option") were cancelled, with the reporting person becoming entitled to receive an amount in cash, less any applicable tax withholdings, equal to (a) the excess of $4.40 over the per share exercise price of such Vested Company Option, multiplied by (b) the number of shares Common Stock underlying such Vested Company Option immediately prior to the Effective Time.

Content

On November 13, 2024 (the "Effective Time"), Thoughtworks Holding, Inc. (the "Company") completed its merger (the "Merger") with Tasmania Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Tasmania Midco, LLC ("Parent"). Pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of August 5, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement"), at the Effective Time, each of the reporting person's shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $4.40 per share in cash, without interest thereon, and less any applicable tax withholdings.

This stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each of the reporting person's options to purchase shares of Common Stock (a "Company Option") that were vested, outstanding and unexercised immediately prior to the Effective Time (a "Vested Company Option") were cancelled, with the reporting person becoming entitled to receive an amount in cash, less any applicable tax withholdings, equal to (a) the excess of $4.40 over the per share exercise price of such Vested Company Option, multiplied by (b) the number of shares Common Stock underlying such Vested Company Option immediately prior to the Effective Time.