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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 | ||||||||
Restricted Stock Units | (3) | 07/08/2022 | G | V | 1,930,954 | (4) | (4) | Common Stock | 1,930,954 | $ 0 | 0 | D | |||
Restricted Stock Units | (3) | 07/08/2022 | G | V | 1,930,954 (1) | (4) | (4) | Common Stock | 1,930,954 | $ 0 | 0 | I | By Anthony L. Previte Declaration of Trust dated June 10, 2022 | ||
Restricted Stock Units | (3) | 07/08/2022 | G | V | 1,231,204 (1) | (5) | (5) | Common Stock | 1,231,204 | $ 0 | 0 | D | |||
Restricted Stock Units | (3) | 07/08/2022 | G | V | 1,231,204 (1) | (5) | (5) | Common Stock | 1,231,204 | $ 0 | 0 | I | By Anthony L. Previte Declaration of Trust dated June 10, 2022 | ||
Restricted Stock Units | (3) | 07/08/2022 | G | V | 1,103,402 (1) | (6) | (6) | Common Stock | 1,103,402 | $ 0 | 0 | D | |||
Restricted Stock Units | (3) | 07/08/2022 | G | V | 1,103,402 (1) | (6) | (6) | Common Stock | 1,103,402 | $ 0 | 0 | I | By Anthony L. Previte Declaration of Trust dated June 10, 2022 | ||
$11 Retention Restricted Stock Units | (7) | 07/08/2022 | G | V | 175,606 (1) | 03/25/2022 | 03/25/2027 | Common Stock | 175,606 | $ 0 | 0 | D | |||
$11 Retention Restricted Stock Units | (7) | 07/08/2022 | G | V | 175,606 (1) | 03/25/2022 | 03/25/2027 | Common Stock | 175,606 | $ 0 | 0 | I | By Anthony L. Previte Declaration of Trust dated June 10, 2022 | ||
$13 Retention Restricted Stock Units | (8) | 07/08/2022 | G | V | 148,600 (1) | 03/25/2022 | 03/25/2027 | Common Stock | 148,600 | $ 0 | 0 | D | |||
$13 Retention Restricted Stock Units | (8) | 07/08/2022 | G | V | 148,600 (1) | 03/25/2022 | 03/25/2027 | Common Stock | 148,600 (1) | $ 0 | 0 | I | By Anthony L. Previte Declaration of Trust dated June 10, 2022 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PREVITE ANTHONY 6800 BROKEN SOUND PARKWAY, SUITE 200 BOCA RATON, FL 33487 |
See Remarks |
/s/ Stacy N. Previte, as Personal Representative of Reporting Person | 07/22/2022 | |
**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) | The reporting person transferred all of his common stock and restricted stock units to his family trust on July 8, 2022. The reporting person served as the trustee of the trust at the time of the transfers. |
(2) | 35,495 of the shares were previously held in Terran Orbital Management Investors LLC, but those shares of common stock were distributed in kind to Mr. Previte without consideration prior to contributing them to the trust. |
(3) | Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition described herein and a Liquidity Event vesting condition. The Liquidity Event vesting condition was satisfied on March 25, 2022 upon the closing of LLAP's business combination. |
(4) | The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is March 15, 2021. |
(5) | The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is February 24, 2021. |
(6) | The restricted stock units vest in two equal annual installments on the anniversary of the vesting start date. Vesting start date is February 24, 2021. |
(7) | Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying certain conditions, including 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. |
(8) | Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying certain conditions, including 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: At the time of the transfers by the reporting person to his family trust he was the Co-Founder, Chief Strategy Officer and Executive Vice President of LLAP and a member of the board of directors of LLAP. Following the date of the transfers, the reporting person passed away. |