CUSIP No. 88105P103
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13D
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1
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NAME OF REPORTING PERSONS
Daniel C. Staton
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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
12,719,268(1)
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8
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SHARED VOTING POWER
53,243 (2)
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9
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SOLE DISPOSITIVE POWER
12,719,268 (1)
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10
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SHARED DISPOSITIVE POWER
53,243 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,772,511 (1)
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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))
9.3%
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14
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TYPE OF REPORTING PERSON*
IN
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(1)
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Includes 12,719,268 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; 8,133,126 shares of Common Stock of the Issuer held by Staton Tyvak Family Limited Partnership, of which Mr. Staton has sole voting and dispositive power; and
3,000,000 shares of Common Stock held by Staton Orbital Family Limited Partnership, of which Mr. Staton has sole voting and dispositive power.
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(2)
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Includes 53,243 shares of Common Stock of the Issuer held directly by Terran Orbital Management Investors LLC, an investment vehicle, of which Mr. Staton shares voting and dispositive power.
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CUSIP No. 88105P103
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13D
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1
|
NAME OF REPORTING PERSONS
Staton Tyvak Family Limited Partnership
|
|||||||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
|||||||||||
3
|
SEC USE ONLY
|
|||||||||||
4
|
SOURCE OF FUNDS*
OO
|
|||||||||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
|||||||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
8,133,126 (1)
|
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8
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SHARED VOTING POWER
0
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|||||||||||
9
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SOLE DISPOSITIVE POWER
8,133,126 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,133,126 (1)
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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))
5.9%
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14
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TYPE OF REPORTING PERSON*
PN
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(1)
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Includes 8,133,126 shares of Common Stock of the Issuer held directly by the reporting person, of which Mr. Staton holds sole
voting and dispositive power.
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CUSIP No. 88105P103
|
13D
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1
|
NAME OF REPORTING PERSONS
Staton Orbital Family Limited Partnership
|
||||||||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||||||||
3
|
SEC USE ONLY
|
||||||||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
|
||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
3,000,000
|
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8
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SHARED VOTING POWER
0
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||||||||||||
9
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SOLE DISPOSITIVE POWER
3,000,000
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||||||||||||
10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
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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))
2.2%
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14
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TYPE OF REPORTING PERSON*
PN
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(1)
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Includes 3,000,000 shares of Common Stock of the Issuer held directly by the reporting person, of which Mr. Staton holds sole 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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Daniel C. Staton;
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(ii)
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Staton Tyvak Family Limited Partnership (the “ST Family LP”); and
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(iii)
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Staton Orbital Family Limited Partnership (the “SO Family LP”).
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(i)
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Daniel C. Staton – United States
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(ii)
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ST Family LP – Wyoming
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(iii)
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SO Family LP – Wyoming
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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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Daniel C. Staton
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(a)
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As of the close of business on April 4, 2022, Daniel C. Staton beneficially owned 12,772,511 shares of Common Stock.
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Percentage: 9.3%
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(b)
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1. Sole power to vote or direct vote: 12,719,268
2. Shared power to vote or direct vote: 53,243 3. Sole power to dispose or direct the disposition: 12,719,268 4. Shared power to dispose or direct the disposition: 53,243 |
B.
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Staton Tyvak Family Limited Partnership
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(a)
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As of the close of business on April 4, 2022, Staton Tyvak Family Limited Partnership beneficially owned 8,133,126 shares of Common Stock.
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Percentage: 5.9%
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(b)
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1. Sole power to vote or direct vote: 8,133,126
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 8,133,126 4. Shared power to dispose or direct the disposition: 0 |
C.
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Staton Orbital Family Limited Partnership
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(a)
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As of the close of business on April 4, 2022, Staton Orbital Family Limited Partnership beneficially owned 3,000,000 shares of Common Stock.
|
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Percentage: 2.2%
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(b)
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1. Sole power to vote or direct vote: 3,000,000
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,000,000 4. Shared power to dispose or direct the disposition: 0 |
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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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Joint Filing Agreement.
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99.2
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Subscription Agreement (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on October 28, 2021).
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99.3
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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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99.4
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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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STATON TYVAK FAMILY LIMITED PARTNERSHIP
STATON ORBITAL FAMILY LIMITED PARTNERSHIP
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STATON TYVAK FAMILY LIMITED PARTNERSHIP
STATON ORBITAL FAMILY LIMITED PARTNERSHIP
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