Sec Form 4 Filing - TLG Acquisition Founder LLC @ Electriq Power Holdings, Inc. - 2023-07-31

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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
TLG Acquisition Founder LLC
2. Issuer Name and Ticker or Trading Symbol
Electriq Power Holdings, Inc. [ ELIQ]
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)
C/O ELECTRIQ POWER HOLDINGS, INC., 625 NORTH FLAGLER DRIVE, SUITE 1003
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2023
(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
Class A Common Stock 07/31/2023 A 756,635 A 756,635 D
Class A Common Stock 07/31/2023 C( 4 ) 1,090,217 A $ 0 ( 4 ) 1,846,852 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
Class F Common Stock ( 2 ) 07/31/2023 J( 3 ) 3,270,652 ( 3 ) ( 2 ) ( 2 ) Class A Common Stock 3,270,652 ( 3 ) $ 0 ( 2 ) 1,090,217 D
Class F Common Stock ( 2 ) 07/31/2023 C( 4 ) 1,090,217 ( 4 ) ( 2 ) ( 2 ) Class A Common Stock 1,090,217 $ 0 ( 2 ) 0 D
Warrants (right to buy) ( 5 ) 07/31/2023 J( 5 ) 1,000,000 08/30/2023 07/31/2028 Class A Common Stock 1,000,000 $ 0 ( 5 ) 1,000,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TLG Acquisition Founder LLC
C/O ELECTRIQ POWER HOLDINGS, INC.
625 NORTH FLAGLER DRIVE, SUITE 1003
WEST PALM BEACH, FL33401
X
Signatures
/s/ John Michael Lawrie, as manager 08/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 31, 2023, TLG Acquisition Founder LLC (the "Sponsor") received 756,635 shares of Class A Common Stock of the Issuer ("Class A Common Stock") upon the conversion of working capital loans in connection with the completion of the Issuer's business combination with Electriq Power, Inc. ("Electriq").
( 2 )Shares of Class F Common Stock of the Issuer ("Class F Common Stock") were 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) and the shares of Class F Common Stock had no expiration date.
( 3 )On July 31, 2023, in connection with the closing of the Issuer's business combination, the Sponsor forfeited and surrendered for no consideration 3,270,652 shares of Class F Common Stock pursuant to the terms of the Sponsor Agreement, dated November 13, 2022 (as amended on June 8, 2023), by and among the Issuer, the Sponsor, TLG Fund I, LP, Electriq and the other parties thereto.
( 4 )The Issuer consummated its initial Business Combination on July 31, 2023, whereby, among other things, the shares of Class F Common Stock converted into shares of Class A Common Stock.
( 5 )On July 31, 2023, the Sponsor received 1,000,000 warrants to purchase shares of Class A Common Stock for $6.57 per share upon the conversion of $1,500,000 of working capital loans in connection with the completion of the Business Combination.

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