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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B common stock | (1) | 10/18/2020 | J(1) | 269,607 | (2) | (2) | Class A Common Stock | 269,607 | (2) | 8,355,393 | I (3) | By Tailwind Sponsor LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Krim Philip C/O TAILWIND ACQUISITION CORP. 1545 COURTNEY AVE LOS ANGELES, CA 90046 |
X | X |
/s/ Philip Krim | 10/19/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 reflects the automatic surrender to the issuer of 269,607 of the Class B ordinary shares, par value $0.0001 per share, of Tailwind Acquisition Corp. (the "issuer"), for no consideration by Tailwind Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriter of the issuer's initial public offering to purchase additional units. |
(2) | As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares 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 subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(3) | The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The business address of Mr. Krim is c/o Tailwind Acquisition Corp., 1545 Courtney Ave, Los Angeles, California 90046. |