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

Role
Director
Signature
/s/ Christine McKillip Attorney-in-Fact for Reporting Person
Stock symbol
TWKS
Transactions as of
Nov 13, 2024
Transactions value $
-$659,265
Form type
4
Date filed
11/15/2024, 05:20 PM
Previous filing
Jun 7, 2024

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 -$659K -150K -100% $4.40 0 Nov 13, 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 -25.3K -100% 0 Nov 13, 2024 Common Stock 25.3K $2.11 Direct F2
transaction TWKS Options to purchase Common Stock Disposed to Issuer -32.7K -100% 0 Nov 13, 2024 Common Stock 32.7K $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.