Sec Form 3 Filing - Villa Marco @ Terran Orbital Corp - 2022-03-25

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 Villa Marco 2. Issuer Name and Ticker or Trading Symbol Terran Orbital Corp [ LLAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 6800 BROKEN SOUND PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2022 (Street) BOCA RATON, FL33487 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 Common Stock, par value $0.0001 per share 5,786,409 I M and S Villa Nevada Trust( 1 ) Common Stock, par value $0.0001 per share 70,991 I Terran Orbital Management Investors LLC( 2 )

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 $11 Retention Restricted Stock Units ( 3 ) 03/25/2022 03/25/2027 Common Stock 79,445 D $13 Retention Restricted Stock Units ( 4 ) 03/25/2022 03/25/2027 Common Stock 67,225 D Restricted Stock Units ( 6 ) ( 5 ) ( 5 ) Common Stock 615,589 I M and S Villa Nevada Trust( 1 ) Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 413,777 I M and S Villa Nevada Trust( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Villa Marco 6800 BROKEN SOUND PARKWAY, SUITE 200 BOCA RATON, FL33487 See Remarks Signatures /s/ Marco Villa 04/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by M and S Villa Nevada Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. ( 2 )Reporting Person's proportionate number of shares held through Terran Orbital Management Investors LLC, an investment vehicle over which the Reporting Person shares voting and dispositive power. ( 3 )Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $11/share in 20 out of 30 trading days during a five year period starting March 25, 2022. ( 4 )Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $13/share in 20 out of 30 trading days during a five year period starting March 25, 2022. ( 5 )The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is February 24, 2021. ( 6 )Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition, which is summarized herein, and a Liquidity Event vesting condition. The Liquidity Event vesting condition was satisfied on March 25, 2022 upon the closing of LLAP's business combination. ( 7 )The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is March 15, 2021

Remarks: Chief Revenue Officer and Executive Vice PresidentExhibit List: See Exhibit 24.1 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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