3//SEC Filing
TWC Tech Holdings II, LLC 3
Accession 0001213900-20-026154
CIK 0001819313other
Filed
Sep 9, 8:00 PM ET
Accepted
Sep 10, 9:02 PM ET
Size
13.0 KB
Accession
0001213900-20-026154
Insider Transaction Report
Form 3
TWC Tech Holdings II, LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (14,993,750 underlying)
Footnotes (3)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333-240330) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
- [F2]These shares represent Class B common stock held by TWC Tech Holdings II, LLC, acquired pursuant to a subscription agreement by and between TWC Tech Holdings II, LLC and the issuer. The Class B common stock owned by the reporting person includes up to 1,968,750 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
- [F3]TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Documents
Issuer
TWC Tech Holdings II Corp.
CIK 0001819313
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001819317
Filing Metadata
- Form type
- 3
- Filed
- Sep 9, 8:00 PM ET
- Accepted
- Sep 10, 9:02 PM ET
- Size
- 13.0 KB