SEC Form SC 13D filed by Thoughtworks Holding Inc.

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Thoughtworks Holding, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

88546E105

(CUSIP Number)

Ramona Mateiu

c/o Thoughtworks Holding, Inc.

200 East Randolph Street, 25th Floor

Chicago, Illinois 60601
Tel. (312) 373-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

CUSIP No. 88546E105

CUSIP No. 88546E105

CUSIP No. 88546E105

CUSIP No. 88546E105

CUSIP No. 88546E105

Explanatory Note

On August 5, 2024, Thoughtworks Holding, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tasmania Midco, LLC, a Delaware limited liability company (“Parent”), and Tasmania Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). In connection with the transactions contemplated by the Merger Agreement, each of Christopher Murphy, Erin Cummins, Sudhir Tiwari, Ramona Mateiu and Rachel Laycock (each, a “Reporting Person” and collectively, the “Reporting Persons”) entered into Rollover and Reinvestment Agreements in substantially the form attached hereto as Exhibit 2. Also, as reported in the cover pages of this Statement on Schedule 13D (this “Schedule 13D”), the Reporting Persons may be deemed to be the beneficial owners of certain shares of Common Stock of the Company, $0.001 par value (“Common Stock”). The Reporting Persons are filing this Schedule 13D by virtue of the Reporting Persons entering into the aforementioned Rollover and Reinvestment Agreements, as further described below.

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock of the Company. The Company’s principal executive offices are located at 200 East Randolph Street, 25^th Floor, Chicago, Illinois, 60601.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

The information contained in or incorporated into Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3. No payments were made by or on behalf of any of the Reporting Persons in connection with the execution of the Rollover and Reinvestment Agreements (as defined and further described in Item 4 below), and therefore no funds were used in connection with the transactions prompting the filing of this Schedule 13D.

Item 4. Purpose of Transaction

Each of the Reporting Persons is an executive officer of the Company. The information set forth under Item 2 is incorporated herein by reference.

From time to time the Reporting Persons have acquired the shares of Common Stock held by them as of the date hereof as a result of equity grants made to them by the Company as compensation for their services. Certain shares of Common Stock reported by the Reporting Persons herein were acquired with their personal funds.

Merger Agreement

On August 5, 2024, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, Merger Sub will merge (the “Merger”) with and into the Company, with the Company continuing as the surviving corporation of the Merger (upon the consummation of the Merger, the “Surviving Corporation”).

Following the execution of the Merger Agreement, Turing EquityCo II L.P. (“EquityCo II”), the holder of a majority of the issued and outstanding shares of Common Stock, executed and delivered to the Company a written consent adopting the Merger Agreement, thereby providing the required stockholder approval for the Merger. No further approval of the holders of Common Stock is required to approve and adopt the Merger Agreement and the transactions contemplated thereby. For a summary description of the Merger Agreement and the Merger, see the Form 8-K filed by the Company with the SEC on August 5, 2024.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than such shares (a) owned directly or indirectly by Parent or Merger Sub or (b) held by any holders of shares of Common Stock who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised (and not withdrawn) their statutory right of appraisal in respect of such shares in accordance with the General Corporation Law of the State of Delaware) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.40, without interest thereon (the “Per Share Price”), less any applicable tax withholdings.

The Merger Agreement contains certain customary termination rights for the Company and Parent, including in the event that (a) any governmental authority has issued any final non-appealable order that has the effect of prohibiting the consummation of the Merger, (b) any law has been enacted that prohibits the consummation of the Merger or (c) the Merger is not consummated by February 5, 2025.

EquityCo II Rollover Agreement

EquityCo II entered into a Rollover Agreement (the “EquityCo II Rollover Agreement”) with certain affiliates of Parent (“TopCo”) pursuant to which, among other matters, EquityCo II agreed to exchange all of its shares of Common Stock for newly issued equity interests of TopCo (which will be the indirect parent of the Surviving Corporation following the Merger), in lieu of the treatment of such shares of Common Stock under the Merger Agreement described above.

Rollover and Reinvestment Agreements

Each Reporting Person entered into a separate Rollover and Reinvestment Agreement in substantially the form attached hereto as Exhibit 2 (each such agreement, a “Rollover and Reinvestment Agreement”), with TopCo, pursuant to which, among other matters, each Reporting Person agreed to exchange a certain portion of their shares of Common Stock (such Reporting Person’s “Rollover Shares”) for newly issued equity interests of TopCo in lieu of the treatment of such shares of Common Stock under the Merger Agreement described above. The table below sets forth the number of shares of Common Stock to be exchanged by each Reporting Person.

Each Reporting Person also agreed to the reinvestment of a portion of the after-tax proceeds relating to certain Company equity awards in exchange for newly issued equity interests of TopCo and the assumption of certain Company equity awards, in each case, as further described in the Rollover and Reinvestment Agreements.

The Rollover and Reinvestment Agreements and the EquityCo II Rollover Agreement are referred to collectively as the “Rollover Agreements”.

The foregoing descriptions of the Merger Agreement and the form of the Rollover and Reinvestment Agreements of the Reporting Persons, and the transactions contemplated thereby, are qualified in their entirety by reference to such agreements, copies of which are included as Exhibit 1 and Exhibit 2 hereto, respectively, and are incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

As a result of the Rollover Agreements, the Reporting Persons, EquityCo II and its investment manager, Apax IX GP Co. Limited (“Apax IX GP”) may be deemed to constitute a Section 13(d) group, that, inclusive of the approximately 197,750,138 shares of Common Stock beneficially held by EquityCo II and Apax IX GP, would beneficially own 200,988,874 shares of the Common Stock, representing 62.2% of the total shares outstanding. The Reporting Persons expressly disclaim any beneficial ownership of shares of Common Stock beneficially owned by EquityCo II and Apax IX GP and such shares are not the subject of this Schedule 13D. Similarly, each Reporting Person disclaims any beneficial ownership of shares of Common Stock reported by other Reporting Persons on the cover pages of this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in or incorporated into Item 4 and Item 5 of this Schedule 13D are each hereby incorporated by reference into this Item 6.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date of this filing, a copy of which is attached as Exhibit 3 to this Schedule 13D, pursuant to which the Reporting Persons agreed to file this Schedule 13D and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 12, 2024

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