Sec Form 4 Filing - Nicol Ronald Lee @ Nuburu, Inc. - 2023-01-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nicol Ronald Lee 2. Issuer Name and Ticker or Trading Symbol Nuburu, Inc. [ BURU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NUBURU, INC., 7442 S TUCSON WAY, SUITE 130 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2023 (Street) CENTENNIAL, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/31/2023 A( 1 ) 145,696 A 145,696 D Common Stock 01/31/2023 A( 1 ) 121,308 A 121,308 I See footnote( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock $ 5( 4 ) 01/31/2023 A( 1 ) 121,308( 5 ) 01/31/2023 ( 6 ) Common Stock 242,616 ( 5 ) 121,308 D Stock Option (right to buy) $ 6.12 01/31/2023 A( 1 ) 515,393 08/13/2021( 7 ) 04/08/2032 Common Stock 515,393 ( 8 ) 515,393 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nicol Ronald Lee C/O NUBURU, INC. 7442 S TUCSON WAY, SUITE 130 CENTENNIAL, CO80112 X Signatures /s/ Brian Knaley, by power of attorney on behalf of Ron Nicol 02/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). ( 2 )In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of common stock, par value $0.0001, per share of the Issuer (the "Common Stock") of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio"). ( 3 )The shares are held directly by Eunomia, LP. Mr. Nicol is the manager of Eunomia, LP and exercises voting and investment control over these shares. Mr. Nicol claims beneficial ownership of these shares. ( 4 )The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). ( 5 )Consists of shares of Preferred Stock that were issued to certain holders of record of Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. ( 6 )The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. ( 7 )1/4th of the shares subject to the option vested and became exercisable on the Exercisable Date set forth above, and 1/48th vested or will vest each month thereafter on the same day of the month subject to Mr. Nicol continuing to serve as a service provider to the Issuer through the applicable vesting date. ( 8 )In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on the Common Stock Exchange Ratio.

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