Amended Statement of Changes in Beneficial Ownership (4/a)
08 February 2023 - 8:07AM
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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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
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Tailwind Sponsor LLC |
2. Issuer Name and Ticker or Trading Symbol
Nuburu, Inc.
[
BURU
]
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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)
C/O TAILWIND SPONSOR LLC, 1545 COURTNEY AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/18/2020 |
(Street)
LOS ANGELES, CA 90046
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
10/19/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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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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) | 10/18/2020 | | J (1) | | | 269607 | (2) | (2) | Class A Common Stock | 269607 | (2) | 8355393 | D (3) | |
Explanation of Responses: |
(1) | This Form 4 reflects the automatic surrender to Tailwind Acquisition Corp. (the "Issuer") of 269,607 shares of the Issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the Issuer, triggered by the election by the underwriter of the Issuer's initial public offering only to partially exercise its option to purchase additional units. |
(2) | As described in the Issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(3) | Philip Krim controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. The business address of Mr. Krim is c/o Tailwind Sponsor LLC, 1545 Courtney Ave, Los Angeles, California 90046. |
Remarks: This Form 4/A corrects and replaces the Form 4 filed on October 19, 2020 , which due to an administrative error incorrectly identified Tailwind Acquisition Corp. as the reporting person. The correct reporting person is Tailwind Sponsor LLC as indicated in this Form 4/A. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tailwind Sponsor LLC C/O TAILWIND SPONSOR LLC 1545 COURTNEY AVE LOS ANGELES, CA 90046 |
| X |
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Signatures
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/s/ Philip Krim, as Authorized Signatory | | 2/7/2023 |
**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 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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