Sec Form 3 Filing - SUSQUEHANNA SECURITIES, LLC @ Tailwind Acquisition Corp. - 2022-09-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SUSQUEHANNA SECURITIES, LLC
2. Issuer Name and Ticker or Trading Symbol
Tailwind Acquisition Corp. [ TWND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
401 CITY AVENUE, SUITE 220,
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2022
(Street)
BALA CYNWYD, PA19004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 453,669 D( 1 )
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
Warrants (right to buy) $ 11.5 ( 3 ) ( 4 ) Class A Common Stock 75,000 D( 2 )
Put Option (right to sell) $ 15 ( 5 ) 03/17/2023 Class A Common Stock 200 D( 1 )
Put Option (right to sell) $ 12.5 ( 5 ) 03/17/2023 Class A Common Stock 2,600 D( 1 )
Put Option (right to sell) $ 10 ( 5 ) 03/17/2023 Class A Common Stock 95,200 D( 1 )
Put Option (right to sell) $ 17.5 ( 5 ) 03/17/2023 Class A Common Stock 2,700 D( 1 )
Put Option (right to sell) $ 10 ( 5 ) 01/20/2023 Class A Common Stock 372,500 D( 1 )
Call Option (obligation to sell) $ 7.5 ( 5 ) 09/16/2022 Class A Common Stock 8,500 D( 1 )
Put Option (obligation to buy) $ 10 ( 5 ) 09/16/2022 Class A Common Stock 500 D( 1 )
Call Option (obligation to sell) $ 10 ( 5 ) 09/16/2022 Class A Common Stock 3,100 D( 1 )
Put Option (obligation to buy) $ 10 ( 5 ) 10/21/2022 Class A Common Stock 1,000 D( 1 )
Call Option (obligation to sell) $ 12.5 ( 5 ) 01/20/2023 Class A Common Stock 1,000 D( 1 )
Put Option (obligation to buy) $ 7.5 ( 5 ) 01/20/2023 Class A Common Stock 4,700 D( 1 )
Put Option (obligation to buy) $ 12.5 ( 5 ) 01/20/2023 Class A Common Stock 20,200 D( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUSQUEHANNA SECURITIES, LLC
401 CITY AVENUE, SUITE 220
BALA CYNWYD, PA19004
X
CAPITAL VENTURES INTERNATIONAL
WINDWARD 1
REGATTA OFFICE PARK, WEST BAY ROAD
GRAND CAYMAN, E9KY1-1103
X
G1 EXECUTION SERVICES, LLC
175 W. JACKSON BLVD., SUITE 1700
501 PLAZA 2
CHICAGO, IL60604
X
Signatures
Susquehanna Securities, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary 09/19/2022
Signature of Reporting Person Date
Capital Ventures International By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached hereto By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Assistant Secretary 09/19/2022
Signature of Reporting Person Date
G1 Execution Services, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary 09/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are directly owned by SS.
( 2 )These securities are directly owned by CVI. Susquehanna Advisors Group, Inc. ("SAGI") serves as the investment manager to CVI. SAGI does not have any pecuniary interest in the securities owned by CVI.
( 3 )These warrants are not presently exercisable and will become exercisable on the later of (a) September 9, 2021 and (b) 30 days after the completion of the issuer's business combination.
( 4 )These warrants will expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation of the issuer.
( 5 )These options are exercisable at any time prior to their expiration.

Remarks:
In addition to the securities reported on Table 1 and Table 2, as of September 9, 2022, G1 Execution Services, LLC ("G1X") had a short position of 56 shares of Class A Common Stock and 4,503 warrants to purchase Class A Common Stock. G1X, Susquehanna Securities, LLC ("SS") and Capital Ventures International ("CVI") are affiliated entities under common ownership. G1X, SS and CVI each disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit List: Exhibit 24 - Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012

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