Daniel J. Hennessy - Mar 27, 2024 Form 4 Insider Report for two (TWOA)

Role
10%+ Owner
Signature
/s/ Daniel J. Hennessy
Stock symbol
TWOA
Transactions as of
Mar 27, 2024
Transactions value $
$0
Form type
4
Date filed
3/29/2024, 09:45 PM
Previous filing
Jan 11, 2024
Next filing
Apr 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TWOA Class A Ordinary Shares Options Exercise +2.13M 2.13M Mar 27, 2024 See Footnote F1, F3, F4
transaction TWOA Class A Ordinary Shares Other -2.13M -100% 0 Mar 27, 2024 See Footnote F2, 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 TWOA Class B Ordinary Shares Other $0 -1.07M -33.47% $0.00 2.13M Mar 27, 2024 Class A Ordinary Shares 1.07M See Footnote F1, F2, F4
transaction TWOA Class B Ordinary Shares Options Exercise $0 -2.13M -100% $0.00* 0 Mar 27, 2024 Class A Ordinary Shares 2.13M See Footnote F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel J. Hennessy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On March 27, 2024 (the "Closing Date"), Logistic Properties of the Americas, a Cayman Islands exempted company ("LGA"), two, a Cayman Islands exempted company ("TWOA"), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama ("LLP"), consummated their previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 15, 2023 (the "Business Combination Agreement"), by and among LGA, TWOA, LLP and the other parties thereto. On the Closing Date, pursuant to the terms of the Business Combination Agreement, each outstanding Class B ordinary share of TWOA converted into a Class A ordinary share of TWOA at a conversion ratio of one Class B ordinary share for one Class A ordinary share.
F2 In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.
F3 Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.
F4 These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.