SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Bays Richard

(Last)

(First)

(Middle)

6800 BROKEN SOUND PARKWAY NW

SUITE 200

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2023

3. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [ LLAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & CIO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	35,000	⁽¹⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	100,000	⁽²⁾	D
$11 Restricted Stock Units	03/25/2022	03/25/2027	Common Stock	15,909	⁽³⁾	D
$13 Restricted Stock Units	03/25/2022	03/25/2027	Common Stock	13,456	⁽⁴⁾	D

Explanation of Responses:

1. 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 July 1, 2022.

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 November 4, 2022.

3. 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.

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 $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

	/s/ James S. Black, attorney-in-fact	04/11/2023
	** 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 Number.