Gina Loften - 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 $: -$140,928
Form type: 4
Date filed: 11/15/2024, 05:22 PM
Previous filing: Jun 5, 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	-$141K	-32K	-37.91%	$4.40	52.5K	Nov 13, 2024	Direct	F1
transaction	TWKS	Common Stock	Other		-52.5K	-100%		0	Nov 13, 2024	Direct	F2

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

Gina Loften 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	Represents restricted stock units ("RSUs") that have not vested prior to the Effective Time and had been reported in Table I. Pursuant to the Merger Agreement, each award of RSUs outstanding immediately prior to the Effective Time and that did not vest upon the occurrence of the Effective Time, was assumed by Parent and converted into the contingent right to receive an amount in cash, without interest and less applicable tax withholdings (a "Converted Award"), equal to $4.40 multiplied by the number of shares covered by such award immediately prior to the Effective Time. 50% of such Converted Award (on an individual-by-individual basis) will vest on each of the 1st and 2nd anniversaries of the closing date of the Merger. The Converted Award will otherwise continue to vest on the same schedule and conditions and remain subject to the same terms and conditions as applied to the RSU award immediately prior to the Effective Time, including any acceleration of vesting provisions.

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.

Represents restricted stock units ("RSUs") that have not vested prior to the Effective Time and had been reported in Table I. Pursuant to the Merger Agreement, each award of RSUs outstanding immediately prior to the Effective Time and that did not vest upon the occurrence of the Effective Time, was assumed by Parent and converted into the contingent right to receive an amount in cash, without interest and less applicable tax withholdings (a "Converted Award"), equal to $4.40 multiplied by the number of shares covered by such award immediately prior to the Effective Time. 50% of such Converted Award (on an individual-by-individual basis) will vest on each of the 1st and 2nd anniversaries of the closing date of the Merger. The Converted Award will otherwise continue to vest on the same schedule and conditions and remain subject to the same terms and conditions as applied to the RSU award immediately prior to the Effective Time, including any acceleration of vesting provisions.