Initial Statement of Beneficial Ownership (3)
April 05 2022 - 6:15AM
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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SCLAVOS STRATTON D |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/25/2022
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3. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [LLAP]
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(Last)
(First)
(Middle)
6800 BROKEN SOUND PARKWAY, SUITE 200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
BOCA RATON, FL 33487
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 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) |
Common Stock, par value $0.0001 per share | 275850 | D | |
Common Stock, par value $0.0001 per share | 615810 | I | VVP TO, LLC (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 |
Restricted Stock Units | (2) | (2) | Common Stock | 275852 | (3) | D | |
Restricted Stock Units | (4) | (4) | Common Stock | 68962 | (3) | D | |
Explanation of Responses: |
(1) | Held by VVP TO, LLC, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(2) | The restricted stock units vest in two equal annual installments on the anniversary of the vesting start date. Vesting start date is February 24, 2021. |
(3) | Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition described herein and a Liquidity Event vesting condition. The Liquidity Event vesting condition was satisfied on March 25, 2022 upon the closing of LLAP's business combination. |
(4) | The restricted stock units vest in two equal annual installments on the anniversary of the vesting start date. Vesting start date is February 6, 2022. |
Remarks: Exhibit List: See Exhibit 24.1 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SCLAVOS STRATTON D 6800 BROKEN SOUND PARKWAY, SUITE 200 BOCA RATON, FL 33487 | X |
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Signatures
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/s/ Stratton Sclavos | | 4/4/2022 |
**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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