SEC Form 4: Tcac Sponsor, Llc converted options into 4,870,000 shares, disposed of 1,000,000 shares and bought $6,000,000 worth of shares (600,000 units at $10.00), decreasing direct ownership by 21% to 3,870,000 units
$TCAC
Business Services
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SpringBig Holdings, Inc. [ SBIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/14/2022 | M | 4,870,000(1) | A | $0 | 4,870,000 | D(1) | |||
| Common Stock | 06/14/2022 | J | 1,000,000(2) | D | $0 | 3,870,000(3) | D | |||
| Common Stock | 06/14/2022 | P | 600,000 | A | $10 | 600,000 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares(1) | (1) | 06/14/2022 | C(1) | 4,870,000 | (1) | (1)(2) | Class A Common Stock | 4,870,000 | (1) | 0(1) | D(1) | ||||
| Warrants | $11.5 | 06/14/2022 | P | 6,000,000(5) | 07/14/2022 | 06/14/2027 | Class A Common Stock | 6,000,000 | $1 | 6,000,000 | 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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| Explanation of Responses: |
| 1. Each Class B ordinary share, par value $0.0001, of the Issuer that was held by the reporting person, TCAC Sponsor, LLC (the "Sponsor"), automatically converted into one share of common stock, par value $0.0001, of the Issuer at the closing of the Issuer's initial business combination on June 14, 2022 (the "Business Combination"). The Class B ordinary shares had no expiration date. The Sponsor is the record owner of these shares. The number of shares reported takes into account a previous transfer by the Sponsor of 40,000 Class B ordinary shares to a former director, Michael Finkelman, on August 21, 2021, in connection with his appointment to the Issuer's board of directors. |
| 2. In connection with the Business Combination, following the conversion of Class B ordinary shares into common stock, 1,000,000 shares of common stock were forfeited by the Sponsor. |
| 3. 974,000 of these shares have been deposited into escrow in connection with the closing of the Business Combination, subject to release to the Sponsor if the closing price of the Issuer's common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing of the Business Combination and no later than 60 months following the closing of the Business Combination. |
| 4. Tuatara Capital Fund II, L.P ("Fund II") is the record owner of these shares. Fund II is the sole member of the Sponsor. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by the Sponsor with respect to shares of the Issuer, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Fund II's managers, none of the managers is deemed to be a beneficial owner of the Issuer's securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of these shares. |
| 5. Represents warrants converted in connection with the Business Combination and which may be exercised for shares of common stock at a price of $11.50 per share. The warrants were purchased as private placement warrants for $1.00 per share. The Sponsor is the record owner of these warrants. The warrants become exercisable thirty days after the Business Combination. |
| TCAC Sponsor, LLC, By: Al Foreman, as authorized signatory | 06/28/2022 | |
| Tuatara Capital Fund II, L.P., By: Al Foreman, as authorized signatory | 06/28/2022 | |
| ** 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 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. | ||