SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAWRIE JOHN M

(Last)

(First)

(Middle)

C/O TLG ACQUISITION ONE CORP.

515 NORTH FLAGLER DRIVE, SUITE 520

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TLG Acquisition One Corp. [ TLGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class F Common Stock, par value $0.0001	⁽¹⁾⁽²⁾	01/12/2022		P⁽³⁾		23,189		⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.0001	23,189	$60⁽³⁾	9,884,058⁽⁴⁾⁽⁵⁾	I	See footnotes⁽⁴⁾⁽⁵⁾
Class F Common Stock, par value $0.0001	⁽⁶⁾⁽²⁾	01/18/2022		S⁽⁷⁾			23,189	⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.0001	23,189	$60⁽⁷⁾	9,860,869⁽⁸⁾⁽⁵⁾	I	See footnotes⁽⁸⁾⁽⁵⁾

Explanation of Responses:

1. Represents 23,189 shares of Class F Common Stock purchased by TLG Acquisition Founder LLC (the "Sponsor").

2. Shares of Class F Common Stock are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the issuer's registration statement on Form S-1 (File No. 333-252032). The shares of Class F Common Stock have no expiration date.

3. On January 12, 2022, the Sponsor purchased 23,189 shares of Class F Common Stock of the issuer from Hilliard C. Terry III for $60.00, or approximately $0.003 per share, in connection with Mr. Hilliard's resignation from the board of directors of the issuer.

4. Represents 9,384,058 shares of Class F Common Stock held by the Sponsor and 500,000 shares of Class F Common Stock held by TLG Fund I, LP ("TLG Fund I"). The reporting person is the manager of the Sponsor and has sole voting and dispositive power over the shares held by the Sponsor. The reporting person is the manager of the general partner of TLG Fund I, who has sole voting and dispositive power over the shares held by TLG Fund I.

5. The reporting person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the Sponsor, TLG Fund I or any of its affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.

6. Represents 23,189 shares of Class F Common Stock sold by the Sponsor.

7. On January 18, 2022, the Sponsor sold 23,189 shares of Class F Common Stock of the issuer to Zainabu Oke for $60.00, or approximately $0.003 per share, in connection with Ms. Oke's appointment to the board of directors of the issuer.

8. Represents 9,360,869 shares of Class F Common Stock held by the Sponsor and 500,000 shares of Class F Common Stock held by TLG Fund I, LP ("TLG Fund I"). The reporting person is the manager of the Sponsor and has sole voting and dispositive power over the shares held by the Sponsor. The reporting person is the manager of the general partner of TLG Fund I, who has sole voting and dispositive power over the shares held by TLG Fund I.

Remarks:

	/s/ Gerald Spedale, as attorney-in-fact	01/19/2021
	** 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 Number.

SEC Form 4 filed by Lawrie John M