| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Thoughtworks Holding, Inc. [ TWKS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/17/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/21/2021 | A | 81,023(1) | A | $0.00 | 761,751 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | 09/17/2021 | A | 365,415.68 | 09/17/2021 | 10/12/2027 | Common Stock | 365,415.68 | $0.00 | 1,212,367(2) | D | ||||
| Options to purchase common stock | $2.48 | 09/17/2021 | A | 54,694.43 | 09/17/2021 | 12/19/2028 | Common Stock | 54,694.43 | $0.00 | 209,186(3) | D | ||||
| Options to purchase common stock | $5.16 | 09/17/2021 | A | 16,300 | 09/17/2021 | 09/15/2030 | Common Stock | 16,300 | $0.00 | 28,763(4) | D | ||||
| Stock appreciation rights | (5) | 09/21/2021 | D | 2,005 | (5) | (5) | Common Stock | 2,005 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The reported securities are restricted stock units ("RSUs"), which vest and settle 50% on each of the 6 month and 12 month anniversaries of grant, and include 1,786 RSUs received in exchange for New SARs (as defined below). |
| 2. 37,848.34 of the reported securities remain subject to time-based vesting. |
| 3. 33,990.00 of the reported securities remain subject to time-based vesting. |
| 4. 12,463.00 of the reported securities remain subject to time-based vesting. |
| 5. The reported securities represented SARs with respect to the Class C Common Stock of the Company, which became SARs (the "New SARs") on the Company's common stock upon completion of the Company's initial public offering (the "IPO") on September 17, 2021. In connection with the IPO, the New SARs were exchanged for RSUs on the Company's common stock. |
| Remarks: |
| /s/ Christine McKillip as Attorney-in-Fact for the Reporting Person | 09/21/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
