Sec Form 4 Filing - TS Innovation Acquisitions Sponsor, L.L.C. @ TS Innovation Acquisitions Corp. - 2021-06-04

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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
TS Innovation Acquisitions Sponsor, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
TS Innovation Acquisitions Corp. [ LTCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O TISHMAN SPEYER, ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2021
(Street)
NEW YORK, NY10111
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
Common Stock 06/04/2021 M 7,380,000 ( 1 ) A 7,380,000 ( 1 ) D
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
Common Stock ( 2 ) 06/04/2021 M 7,380,000 ( 2 ) ( 2 ) Common Stock ( 2 ) ( 2 ) 0 D
Private Placement Warrants $ 11.5 06/04/2021 A( 3 ) 5,333,334 ( 3 ) ( 3 ) Common Stock 5,333,334 $ 1.5 5,333,334 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TS Innovation Acquisitions Sponsor, L.L.C.
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA
NEW YORK, NY10111
Former 10% Owner
TISHMAN SPEYER PROPERTIES L P
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA
NEW YORK, NY10111
Former 10% Owner
Tishman Speyer Properties, Inc.
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA
NEW YORK, NY10111
Former 10% Owner
Speyer Jerry I.
C/O TISHMAN SPEYER
ROCKEFELLER CENTER, 45 ROCKEFELLER PLAZA
NEW YORK, NY10111
Former 10% Owner
Signatures
TS Innovation Acquisitions Sponsor, L.L.C. By: Tishman Speyer Properties, L.P., its sole manager, By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary 06/07/2021
Signature of Reporting Person Date
Tishman Speyer Properties, L.P. By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary 06/07/2021
Signature of Reporting Person Date
Tishman Speyer Properties, Inc. By: /s/ Michael B. Benner, Vice President & Secretary 06/07/2021
Signature of Reporting Person Date
/s/ Melissa Chia as Attorney-in-Fact for Robert J. Speyer 06/07/2021
Signature of Reporting Person Date
/s/ Melissa Chia as Attorney-in-Fact for Jerry I. Speyer 06/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )10% of such shares are subject to vesting if the VWAP of the Issuer's shares of Common Stock equals or exceeds $14.00 for any 20 trading days within a 30 trading day period on or prior to the fifth anniversary of the business combination (the "Business Combination") of TS Innovation Acquisitions Corp. and Latch, Inc. In the event the Issuer enters into a binding agreement on or before such date related to certain sale transactions involving the shares of Common Stock or all or substantially all of its assets, all unvested shares shall vest on the day prior to the closing of such sale if the per share price implied in such sale meets or exceeds $14.00.
( 2 )On June 4, 2021, the Issuer consummated the Business Combination. The Issuer's shares of Class B common stock, par value $0.0001 per share, were automatically converted into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the closing of the Business Combination, on a one-for-one basis.
( 3 )The private placement warrants were purchased by TS Innovation Acquisitions Sponsor, L.L.C. on November 9, 2020. Each private placement warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable 12 months after the closing of the TS Innovation Acquisitions Corp.'s initial public offering on November 13, 2020, and expires five years after the completion of the Business Combination or earlier upon redemption or liquidation.

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