SEC Form 3: New insider Bpc Opportunities Fund Iii Lp claimed ownership of 22,737,629 shares
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/25/2022 |
3. Issuer Name and Ticker or Trading Symbol
Tailwind Two Acquisition Corp. [ LLAP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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 | 1,390,784(1)(2)(3) | D | |
| Common stock | 1,121,724(1)(2)(4) | D | |
| Common stock | 2,273,763(1)(2)(5) | D | |
| Common stock | 11,622,718(1)(2)(6) | D | |
| Common stock | 3,296,956(1)(2)(7) | D | |
| Common stock | 1,515,842(1)(2)(8) | D | |
| Common stock | 1,515,842(1)(2)(9) | D | |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 84,529(1)(2)(3) | 10 | D | |
| Warrants to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 68,176(1)(2)(4) | 10 | D | |
| Warrants to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 138,195(1)(2)(5) | 10 | D | |
| Warrants to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 706,407(1)(2)(6) | 10 | D | |
| Warrants to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 200,383(1)(2)(7) | 10 | D | |
| Warrants to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 92,130(1)(2)(8) | 10 | D | |
| Warrants to purchase common stock | 03/25/2022 | 03/25/2027 | Common stock | 92,130(1)(2)(9) | 10 | D | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are owned by Beach Point SCF XI LP ("SCF XI"), Beach Point SCF IV LLC ("SCF IV"), Beach Point SCF Multi-Port LP ("SCF Multi"), BPC Opportunities Fund III LP ("Opportunities"), Beach Point Select Fund LP ("Select"), Beach Point Securitized Credit Fund LP ("Securitized") and Beach Point TX SCF LP ("TX" and collectively with SCF XI, SCF IV, Multi, Opportunities, Select and Securitized, the "Funds"). The Funds may be deemed a "group" for purposes of Section 13(d) of the Exchange Act. |
| 2. Beach Point Capital Management LP is the investment manager of each of the Funds ("Investment Manager") and Beach Point GP LLC ("Beach Point GP") is the general partner of the Investment Manager. In such capacities, Investment Manager and Beach Point GP may be deemed to share voting and dispositive power over the reported securities held by the Funds. Investment Manager and Beach Point GP each disclaims beneficial ownership of the reported securities, and this report shall not be deemed an admission that either is the beneficial owner of the reported securities, except to the extent of pecuniary interest, if any, therein. |
| 3. The reported securities are owned by SCF XI. |
| 4. The reported securities are owned by SCF IV. |
| 5. The reported securities are owned by Multi. |
| 6. The reported securities are owned by Opportunities. |
| 7. The reported securities are owned by Select. |
| 8. The reported securities are owned by Securitized. |
| 9. The reported securities are owned by TX. |
| Beach Point Capital Management LP /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| Beach Point GP LLC /s/ Lawrence M. Goldman By: Lawrence M. Goldman Authorized Signatory | 03/30/2022 | |
| Beach Point SCF XI LP By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| Beach Point SCF IV LLC By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| Beach Point SCF Multi-Port LP By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| BPC Opportunities Fund III LP By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| Beach Point Select Fund LP By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| Beach Point Securitized Credit Fund LP By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| Beach Point TX SCF LP By: Beach Point Capital Management LP, its Investment Manager /s/ Lawrence M. Goldman By: Lawrence M. Goldman Chief Administrative Officer and General Counsel | 03/30/2022 | |
| ** 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 Number. | ||