Initial Statement of Beneficial Ownership (3)
April 10 2023 - 6:04PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Gann Matthew |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/30/2023
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3. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [LLAP]
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(Last)
(First)
(Middle)
6800 BROKEN SOUND PARKWAY NW, SUITE 200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) SVP, Strategy & Business Dev. / |
(Street)
BOCA RATON, FL 33487
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common stock, par value $0.0001 per share | 87075 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Incentive Stock Option (right to buy) | (1) | 12/9/2028 | Common Stock | 110340 | $1.41 | D | |
Restricted Stock Units | (2) | (2) | Common Stock | 137925 | (2) | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 200000 | (3) | D | |
$11 Restricted Stock Units | 3/25/2022 | 3/25/2027 | Common Stock | 52963 | (4) | D | |
$13 Restricted Stock Units | 3/25/2022 | 3/25/2027 | Common Stock | 44825 | (5) | D | |
Explanation of Responses: |
(1) | This stock option is fully vested and exercisable. |
(2) | Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to time-based vesting over four equal annual installments occurring on each anniversary of the vesting start date. Vesting start date is February 24, 2021. |
(3) | Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to time-based vesting over four equal annual installments occurring on each anniversary of the vesting start date. Vesting start date is November 4, 2022. |
(4) | Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $11/share in 20 out of 30 trading days during a five year period starting March 25, 2022. |
(5) | Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $13/share in 20 out of 30 trading days during a five year period starting March 25, 2022. |
Remarks: See Exhibit 24.1 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gann Matthew 6800 BROKEN SOUND PARKWAY NW SUITE 200 BOCA RATON, FL 33487 |
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| SVP, Strategy & Business Dev. |
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Signatures
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/s/ James S. Black, attorney-in-fact | | 4/10/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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