Statement of Changes in Beneficial Ownership (4)
05 January 2023 - 8:40AM
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
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Steckenrider Troy III |
2. Issuer Name and Ticker or Trading Symbol
two
[
TWOA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
900 KEARNY STREET SUITE 610, THE PRESIDIO OF SAN FRANCISCO |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2021 |
(Street)
SAN FRANCISCO, CA 94133
(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)
_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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Class A Ordinary Shares | 3/29/2021 | | P | | 600000 (1) | A | $10.00 | 600000 (1)(2) | I | see footnote (2) |
Class A Ordinary Shares | 4/13/2021 | | P | | 28750 (3) | A | $10.00 | 628750 (2)(3) | I | see footnote (2) |
Class A Ordinary Shares | 12/30/2022 | | J | | 628750 (4) | D | $0.00 (4) | 0 (2) | 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 Ordinary Shares | (5) | 4/19/2021 | | J (6) | | | 390625 (6) | (5) | (5) | Class A Ordinary Shares | 390625 (6) | $0.00 | 5254375 (2) | I | see footnote (2) |
Explanation of Responses: |
(1) | As described in the issuer's registration statement on Form S-1 (File No. 333-253802) ("Form S-1"), the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), were purchased in a private placement that occurred simultaneously with the closing of the issuer's initial public offering. |
(2) | The shares reported herein are directly owned by two sponsor, the sole member of which is A-Star Investments, LLC ("A-Star"). Kevin Hartz, as manager of AStar Family LLC, and the Reporting Person are the managing members of A-Star. The managing members have voting and investment discretion with respect to the Class B ordinary shares held by two sponsor and may be deemed to have shared beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(3) | On April 13, 2021, the underwriter partially exercised its over-allotment option and purchased an additional 1,437,500 Class A Ordinary Shares. In connection with the partial exercise of the over-allotment option, the Reporting Person purchased additional Class A Ordinary Shares in a private placement. |
(4) | The Reporting Person surrendered all Class A Ordinary Shares for no consideration. |
(5) | As described in the issuer's Form S-1 under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the issuer will automatically convert into Class A Ordinary Shares of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments, and have no expiration date. |
(6) | In connection with the partial exercise of the underwriter's over-allotment option as described herein, the Reporting Person surrendered 390,625 Class B Ordinary Shares for no consideration. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Steckenrider Troy III 900 KEARNY STREET SUITE 610 THE PRESIDIO OF SAN FRANCISCO SAN FRANCISCO, CA 94133 |
| X | Chief Financial Officer |
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Signatures
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/s/ Troy B. Steckenrider III | | 1/4/2023 |
**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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