Sec Form 4 Filing - LAWRIE JOHN M @ TLG Acquisition One Corp. - 2021-03-26

Insider filing report for Changes in Beneficial Ownership
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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
LAWRIE JOHN M
2. Issuer Name and Ticker or Trading Symbol
TLG Acquisition One Corp. [ TLGA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O TLG ACQUISITION ONE CORP., 515 NORTH FLAGLER DRIVE, SUITE 520
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2021
(Street)
WEST PALM BEACH, FL33401
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
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 F Common Stock, par value $0.0001 ( 1 ) ( 2 ) 03/26/2021 S( 3 ) 46,377 ( 2 ) ( 2 ) Class A Common Stock, par value $0.0001 46,377 $ 120 ( 3 ) 9,860,869 ( 4 ) ( 5 ) I See Footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAWRIE JOHN M
C/O TLG ACQUISITION ONE CORP.
515 NORTH FLAGLER DRIVE, SUITE 520
WEST PALM BEACH, FL33401
X X Chief Executive Officer
Signatures
/s/ Brian Downs, as attorney-in-fact 03/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 46,377 shares of Class F Common Stock purchased by TLG Acquisition Founder LLC (the "Sponsor").
( 2 )Shares of Class F Common Stock are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the issuer's registration statement on Form S-1 (File No. 333-252032). The shares of Class F Common Stock have no expiration date.
( 3 )On March 26, 2021, the Sponsor purchased 46,377 shares of Class F Common Stock of the issuer from A. George Kadifa for $120.00, or approximately $0.003 per share, in connection with Mr. Kadifa's resignation from the board of directors of the issuer.
( 4 )Represents 9,360,869 shares of Class F Common Stock held by the Sponsor and 500,000 shares of Class F Common Stock held by TLG Fund I, LP ("TLG Fund I"). The reporting person is the manager of the Sponsor and has sole voting and dispositive power over the shares held by the Sponsor. The reporting person is the manager of the general partner of TLG Fund I, who has sole voting and dispositive power over the shares held by TLG Fund I.
( 5 )The reporting person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the Sponsor, TLG Fund I or any of its affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.

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).
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