Sec Form 3 Filing - Tiwari Sudhir @ Thoughtworks Holding, Inc. - 2023-08-07

Insider filing report for Changes in Beneficial Ownership
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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
Tiwari Sudhir
2. Issuer Name and Ticker or Trading Symbol
Thoughtworks Holding, Inc. [ TWKS]
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)
C/O THOUGHTWORKS HOLDING, INC., 200 E RANDOLPH STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/07/2023
(Street)
CHICAGO, IL60601
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 207,672 ( 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
Options to purchase common stock $ 2.29 10/12/2021( 2 ) 10/12/2027 Common Stock 289,615 D
Options to purchase common stock $ 2.48 12/19/2022( 3 ) 12/19/2028 Common Stock 34,864 D
Options to purchase common stock $ 5.16 ( 4 ) 09/15/2030 Common Stock 12,202 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tiwari Sudhir
C/O THOUGHTWORKS HOLDING, INC.
200 E RANDOLPH STREET
CHICAGO, IL60601
See Remarks
Signatures
/s/ Christine McKillipAttorney-in-Fact for Reporting Person 08/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities include 7,143 shares of common stock underlying restricted stock units ("RSUs") granted to the reporting person on November 18, 2021 (the "First Grant Date") and 11,340 shares of common stock underlying RSUs granted to the reporting person on November 15, 2022 (the "Second Grant Date"), both of which are pursuant to the 2021 Omnibus Incentive Plan. The RSUs of the First Grant Date and the Second Grant Date vest and settle 25% on each 12-month anniversary of the respective grant, over 4 years.
( 2 )Represents outstanding, unexercised options granted to the reporting person on October 12, 2017. The options are fully vested and exercisable.
( 3 )Represents outstanding, unexercised options granted to the reporting person on December 19, 2018. The options are fully vested and exercisable.
( 4 )Represents outstanding, unexercised options granted to the reporting person on September 15, 2020 (the "Grant Date"). 86% of the options are fully vested and exercisable, the remaining 14% vest in four equal installments of 330 shares on September 15, 2023, December 15, 2023, March 15, 2024, June 15, 2024, and September 15, 2024.
( 5 )1,650 of the reported securities remain subject to time-based vesting.

Remarks:
Global Head of Digital Engineering CenterExhibit 24 - Power of Attorney

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