Statement of Changes in Beneficial Ownership (4)
02 September 2021 - 2:33AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
TWC Tech Holdings II, LLC |
2. Issuer Name and Ticker or Trading Symbol
TWC Tech Holdings II Corp.
[
TWCTU
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
FOUR EMBARCADERO CENTER, SUITE 2100, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2021 |
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(Street)
SAN FRANCISCO,, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 8/30/2021 | | M(1) | | 14887500 | A | (1) | 14887500 | I | See footnote (2) |
| Class A Common Stock | 8/30/2021 | | D(3) | | 14887500 | D | (3) | 0 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Common Stock | (1) | 8/30/2021 | | M (1) | | | 14887500 | (1) | (1) | Class A Common Stock | 14887500 | $0 | 0 | I | See footnote (2) |
| Explanation of Responses: |
| (1) | On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. |
| (2) | TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| (3) | On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
TWC Tech Holdings II, LLC
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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TWC SPAC Aggregator II, LLC
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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TWC Employee SPAC Aggregator II, LLC
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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True Wind Capital Management, L.P.
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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True Wind Capital Management GP, LLC
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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CLAMMER ADAM
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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GREENE JAMES H JR
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO,, CA 94111 | X | X |
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Signatures
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| /s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC, MM of TWC Tech Holdings II, LLC | | 9/1/2021 |
| **Signature of Reporting Person | Date |
| /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC, the MM of TWC SPAC Aggregator II, LLC | | 9/1/2021 |
| **Signature of Reporting Person | Date |
| /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC | | 9/1/2021 |
| **Signature of Reporting Person | Date |
| /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P. | | 9/1/2021 |
| **Signature of Reporting Person | Date |
| /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC | | 9/1/2021 |
| **Signature of Reporting Person | Date |
| /s/ Adam Clammer | | 9/1/2021 |
| **Signature of Reporting Person | Date |
| /s/ James Greene, Jr. | | 9/1/2021 |
| **Signature of Reporting Person | Date |
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