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Sec Form 4 Filing - TWC Tech Holdings II LLC @ TWC Tech Holdings II Corp. - 2021-01-06

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
TWC Tech Holdings II, LLC
2. Issuer Name and Ticker or Trading Symbol
TWC Tech Holdings II Corp. [ TWCTU]
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)
FOUR EMBARCADERO CENTER,, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2021
(Street)
SAN FRANCISCO, CA94111
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
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
Class B Common Stock ( 1 ) 01/06/2021 J( 2 ) 25,000 ( 1 ) ( 1 ) Class A Common Stock 25,000 $ 0 14,887,500 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TWC Tech Holdings II, LLC
FOUR EMBARCADERO CENTER,
SUITE 2100
SAN FRANCISCO, CA94111
X
TWC SPAC Aggregator II, LLC
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
TWC Employee SPAC Aggregator II, LLC
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
True Wind Capital Management, L.P.
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
True Wind Capital Management GP, LLC
C/O TWC TECH HOLDINGS II CORP.
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
CLAMMER ADAM
FOUR EMBARCADERO CENTER,
SUITE 2100
SAN FRANCISCO, CA94111
X X CEO and President
GREENE JAMES H JR
FOUR EMBARCADERO CENTER,
SUITE 2100
SAN FRANCISCO, CA94111
X X
Signatures
/s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC, MM of TWC Tech Holdings II, LLC 01/06/2021
** Signature of Reporting Person Date
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC, the MM of TWC SPAC Aggregator II, LLC 01/06/2021
** Signature of Reporting Person Date
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC 01/06/2021
** Signature of Reporting Person Date
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P. 01/06/2021
** Signature of Reporting Person Date
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC 01/06/2021
** Signature of Reporting Person Date
/s/ Adam Clammer 01/06/2021
** Signature of Reporting Person Date
/s/ James Greene, Jr. 01/06/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date.
( 2 )Pursuant to certain securities assignment agreement, dated as of January 6, 2021, 25,000 shares of Class B common stock of the Issuer were assigned by TWC Tech Holdings II, LLC to a new director of the Issuer at the original per share purchase price.
( 3 )TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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.
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