Initial Statement of Beneficial Ownership (3)
20 September 2022 - 3:34AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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SUSQUEHANNA SECURITIES, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/9/2022
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3. Issuer Name and Ticker or Trading Symbol
Tailwind Acquisition Corp. [TWND]
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(Last)
(First)
(Middle)
401 CITY AVENUE, SUITE 220, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
BALA CYNWYD, PA 19004
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
| Class A Common Stock | 453669 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrants (right to buy) | (3) | (4) | Class A Common Stock | 75000 | $11.50 | D (2) | |
| Put Option (right to sell) | (5) | 3/17/2023 | Class A Common Stock | 200 | $15.00 | D (1) | |
| Put Option (right to sell) | (5) | 3/17/2023 | Class A Common Stock | 2600 | $12.50 | D (1) | |
| Put Option (right to sell) | (5) | 3/17/2023 | Class A Common Stock | 95200 | $10.00 | D (1) | |
| Put Option (right to sell) | (5) | 3/17/2023 | Class A Common Stock | 2700 | $17.50 | D (1) | |
| Put Option (right to sell) | (5) | 1/20/2023 | Class A Common Stock | 372500 | $10.00 | D (1) | |
| Call Option (obligation to sell) | (5) | 9/16/2022 | Class A Common Stock | 8500 | $7.50 | D (1) | |
| Put Option (obligation to buy) | (5) | 9/16/2022 | Class A Common Stock | 500 | $10.00 | D (1) | |
| Call Option (obligation to sell) | (5) | 9/16/2022 | Class A Common Stock | 3100 | $10.00 | D (1) | |
| Put Option (obligation to buy) | (5) | 10/21/2022 | Class A Common Stock | 1000 | $10.00 | D (1) | |
| Call Option (obligation to sell) | (5) | 1/20/2023 | Class A Common Stock | 1000 | $12.50 | D (1) | |
| Put Option (obligation to buy) | (5) | 1/20/2023 | Class A Common Stock | 4700 | $7.50 | D (1) | |
| Put Option (obligation to buy) | (5) | 1/20/2023 | Class A Common Stock | 20200 | $12.50 | D (1) | |
| Explanation of Responses: |
| (1) | These securities are directly owned by SS. |
| (2) | These securities are directly owned by CVI. Susquehanna Advisors Group, Inc. ("SAGI") serves as the investment manager to CVI. SAGI does not have any pecuniary interest in the securities owned by CVI. |
| (3) | These warrants are not presently exercisable and will become exercisable on the later of (a) September 9, 2021 and (b) 30 days after the completion of the issuer's business combination. |
| (4) | These warrants will expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation of the issuer. |
| (5) | These options are exercisable at any time prior to their expiration. |
Remarks:
In addition to the securities reported on Table 1 and Table 2, as of September 9, 2022, G1 Execution Services, LLC ("G1X") had a short position of 56 shares of Class A Common Stock and 4,503 warrants to purchase Class A Common Stock. G1X, Susquehanna Securities, LLC ("SS") and Capital Ventures International ("CVI") are affiliated entities under common ownership. G1X, SS and CVI each disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit List: Exhibit 24 - Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SUSQUEHANNA SECURITIES, LLC
401 CITY AVENUE, SUITE 220
BALA CYNWYD, PA 19004 |
| X |
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CAPITAL VENTURES INTERNATIONAL
WINDWARD 1
REGATTA OFFICE PARK, WEST BAY ROAD
GRAND CAYMAN, E9 KY1-1103 |
| X |
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G1 EXECUTION SERVICES, LLC
175 W. JACKSON BLVD., SUITE 1700
501 PLAZA 2
CHICAGO, IL 60604 |
| X |
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Signatures
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| Susquehanna Securities, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary | | 9/19/2022 |
| **Signature of Reporting Person | Date |
| Capital Ventures International By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached hereto By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Assistant Secretary | | 9/19/2022 |
| **Signature of Reporting Person | Date |
| G1 Execution Services, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary | | 9/19/2022 |
| **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 control number. |
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