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Filing Details

Accession Number:: 0001213900-24-099236
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-11-15 17:26:42
Reporting Period:: 2024-11-13

Accepted Time:: 2024-11-15 17:26:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866550	Thoughtworks Holding Inc.	TWKS	Services-Computer Programming Services (7371)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1989822	Sudhir Tiwari	C/O Thoughtworks Holding, Inc. 200 East Randolph Street, 25Th Floor Chicago IL 60601	See Remarks	No	Yes	No	No

Transaction Summary

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value ("Common Stock")	Disposition	2024-11-13	208,995	$4.40	42,277	No	4	D	Direct
Common Stock	Disposition	2024-11-13	42,277	$0.00	0	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Options to purchase Common Stock	Disposition	2024-11-13	289,615	$0.00	289,615	$2.11
Common Stock	Options to purchase Common Stock	Disposition	2024-11-13	34,864	$0.00	34,864	$1.92

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2027-10-12	No	4	D	Direct
0		2028-12-19	No	4	D	Direct

Footnotes

On November 13, 2024 (the "Effective Time"), Thoughtworks Holding, Inc. (the "Company") completed its merger (the "Merger") with Tasmania Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Tasmania Midco, LLC ("Parent"). Pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of August 5, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement"), at the Effective Time, each of the reporting person's shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $4.40 per share in cash, without interest thereon, and less any applicable tax withholdings.
Represents restricted stock units ("RSUs") that have not vested prior to the Effective Time and had been reported in Table I. Pursuant to the Merger Agreement, each award of RSUs outstanding immediately prior to the Effective Time and that did not vest upon the occurrence of the Effective Time, was assumed by Parent and converted into the contingent right to receive an amount in cash, without interest and less applicable tax withholdings (a "Converted Award"), equal to $4.40 multiplied by the number of shares covered by such award immediately prior to the Effective Time. 50% of such Converted Award (on an individual-by-individual basis) will vest on each of the 1st and 2nd anniversaries of the closing date of the Merger. The Converted Award will otherwise continue to vest on the same schedule and conditions and remain subject to the same terms and conditions as applied to the RSU award immediately prior to the Effective Time, including any acceleration of vesting provisions.
This stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each of the reporting person's options to purchase shares of Common Stock (a "Company Option") that were vested, outstanding and unexercised immediately prior to the Effective Time (a "Vested Company Option") were cancelled, with the reporting person becoming entitled to receive an amount in cash, less any applicable tax withholdings, equal to (a) the excess of $4.40 over the per share exercise price of such Vested Company Option, multiplied by (b) the number of shares Common Stock underlying such Vested Company Option immediately prior to the Effective Time.