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

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
29 Mar 2022, 19:35:33 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Tailwind Two Sponsor LLC, by Philip Krim, Authorized Signatory 03/29/2022

Key filing fact

Tailwind Two Sponsor LLC filed Form 4 for Tailwind Two Acquisition Corp. on 29 Mar 2022.

Key facts

  • This page summarizes Tailwind Two Sponsor LLC's Form 4 filing for Tailwind Two Acquisition Corp..
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 29 Mar 2022, 19:35.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: +$11,583,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LLAP transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+8,550,000
Change %
Price
Shares after
8,550,000
Date
25 Mar 2022
Ownership
Direct
Footnotes
F1, F2
LLAP transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-525,000
Change %
-6.1%
Price
Shares after
8,025,000
Date
25 Mar 2022
Ownership
Direct
Footnotes
F1, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LLAP transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares
-8,550,000
Change %
-50%
Price
Shares after
8,550,000
Date
25 Mar 2022
Ownership
Direct
Underlying class
Class A ordinary shares
Underlying amount
8,550,000
Exercise price
Footnotes
F1, F2
LLAP transaction Derivative

Warrants

Award

Transaction value
$11,583,000
Shares
+7,722,000
Change %
Price
$1.50
Shares after
7,722,000
Date
25 Mar 2022
Ownership
Direct
Underlying class
Class A ordinary shares
Underlying amount
7,722,000
Exercise price
$11.50
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Tailwind Two Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote F3

The reported securities were forfeited for no consideration in connection with the closing of the Transaction.

Footnote 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.

Footnote 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.

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