4//SEC Filing
Krim Philip 4
Accession 0001104659-22-039608
CIK 0001835512other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 7:35 PM ET
Size
14.2 KB
Accession
0001104659-22-039608
Insider Transaction Report
Form 4
Tailwind Two Sponsor LLC
10% Owner
Transactions
- Conversion
Class B ordinary shares
2022-03-25−8,550,000→ 8,550,000 total→ Class A ordinary shares (8,550,000 underlying) - Award
Warrants
2022-03-25$1.50/sh+7,722,000$11,583,000→ 7,722,000 totalExercise: $11.50→ Class A ordinary shares (7,722,000 underlying) - Disposition to Issuer
Common Stock
2022-03-25−525,000→ 8,025,000 total - Conversion
Common Stock
2022-03-25+8,550,000→ 8,550,000 total
Krim Philip
Director10% Owner
Transactions
- Conversion
Common Stock
2022-03-25+8,550,000→ 8,550,000 total - Disposition to Issuer
Common Stock
2022-03-25−525,000→ 8,025,000 total - Conversion
Class B ordinary shares
2022-03-25−8,550,000→ 8,550,000 total→ Class A ordinary shares (8,550,000 underlying) - Award
Warrants
2022-03-25$1.50/sh+7,722,000$11,583,000→ 7,722,000 totalExercise: $11.50→ Class A ordinary shares (7,722,000 underlying)
Footnotes (5)
- [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.
- [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.
- [F3]The reported securities were forfeited for no consideration in connection with the closing of the Transaction.
- [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.
- [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.
Documents
Issuer
Tailwind Two Acquisition Corp.
CIK 0001835512
Entity typeother
Related Parties
1- filerCIK 0001791876
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 7:35 PM ET
- Size
- 14.2 KB