CUSIP No. 88105P103
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13D
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1
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NAME OF REPORTING PERSONS
Anthony L. Previte
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
11,678,863 (1)
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8
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SHARED VOTING POWER
35,495 (2)
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9
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SOLE DISPOSITIVE POWER
11,678,863 (1)
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10
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SHARED DISPOSITIVE POWER
35,495 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,714,358 (1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
8.450%
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14
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TYPE OF REPORTING PERSON*
IN
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(1)
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Includes 11,678,863 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Terran Orbital Corporation (formerly known as
Tailwind Two Acquisition Corp., the “Issuer”) held directly and those underlying exercisable RSUs.
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(2)
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Includes 35,495 shares of Common Stock of the Issuer held directly by Terran Orbital Management Investors LLC, an investment vehicle, of which Mr.
Previte shares voting and dispositive power.
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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(i)
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Anthony Previte.
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(i)
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Anthony Previte – United States
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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A.
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Anthony Previte
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(a)
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As of the close of business on April 4, 2022, Anthony Previte beneficially owned 11,714,358 shares of Common Stock.
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Percentage: 8.450%
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(b)
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1. Sole power to vote or direct vote: 11,678,863
2. Shared power to vote or direct vote: 35,495 3. Sole power to dispose or direct the disposition: 11,678,863 4. Shared power to dispose or direct the disposition: 35,495 |
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material To Be Filed as Exhibit
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99.1
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Investor Rights Agreement, dated October 28, 2021, by and among Terran Orbital Corporation, Tailwind Two Acquisition Corp. and the other parties
thereto (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on October 28, 2021).
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99.2
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Amended Current Report on Form 8-K filed on March 28, 2022).
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/s/ Anthony Previte
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ANTHONY PREVITE
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