Statement of Changes in Beneficial Ownership (4)
21 September 2022 - 4:41AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
*
SUSQUEHANNA SECURITIES, LLC |
2. Issuer Name and Ticker or Trading Symbol
Tailwind Acquisition Corp.
[
TWND
]
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5. 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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(Last)
(First)
(Middle)
401 CITY AVENUE, SUITE 220, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2022 |
(Street)
BALA CYNWYD, PA 19004
(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 | 9/16/2022 | | X | | 8500 | D | $7.50 | 445169 | D (1) | |
Class A Common Stock | 9/16/2022 | | X | | 1600 | D | $10.00 | 443569 | 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. 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 |
Call Option (obligation to sell) | $7.50 | 9/16/2022 | | X | | | 85 | (2) | 9/16/2022 | Class A Common Stock | 8500 | $0 | 0 | D (1) | |
Put Option (obligation to buy) | $10.00 | 9/16/2022 | | E | | | 5 | (2) | 9/16/2022 | Class A Common Stock | 500 | $0 | 0 | D (1) | |
Call Option (obligation to sell) | $10.00 | 9/16/2022 | | X | | | 16 | (2) | 9/16/2022 | Class A Common Stock | 1600 | $0 | 15 | D (1) | |
Call Option (obligation to sell) | $10.00 | 9/16/2022 | | E | | | 15 | (2) | 9/16/2022 | Class A Common Stock | 1500 | $0 | 0 | D (1) | |
Explanation of Responses: |
(1) | These securities are directly owned by Susquehanna Securities, LLC. |
(2) | These options are exercisable at any time prior to their expiration. |
Remarks: Susquehanna Securities, LLC, Capital Ventures International and G1 Execution Services, LLC are affiliated entities under common ownership. Susquehanna Securities, LLC, Capital Ventures International and G1 Execution Services, LLC 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. |
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 | | 9/20/2022 |
**Signature of Reporting Person | Date |
Capital Ventures International By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Assistant Secretary | | 9/20/2022 |
**Signature of Reporting Person | Date |
G1 Execution Services, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary | | 9/20/2022 |
**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 4(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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