| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2021 | 3. Issuer Name and Ticker or Trading Symbol Turing Holding Corp. [ TWKS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 181,731 | I | The Wathington Trust dated March 10, 2020 |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options to purchase common stock | (1) | (1) | Common Stock | 493,828.24(1) | 2.29 | D | |
| Options to purchase common stock | (1) | (1) | Common Stock | 48,277.98(1) | 2.29 | D | |
| Options to purchase common stock | (1) | (1) | Common Stock | 6,609(1) | 5.16 | D | |
| Stock appreciation rights | (2) | (2) | Common Stock | 2,005(2) | (2) | D | |
| Explanation of Responses: |
| 1. Represents Options on Class C Common Stock of Turing Holding Corp. (the "Company"), which will become options on the Company's common stock upon completion of the Company's initial public offering (the "IPO"). The reported securities were received, pursuant to the methodology and conversion ratio set forth in the registration statement filed by the Issuer with the SEC on September 7, 2021 relating to the offering reorganization transactions (the "Transactions"), with a portion of the reported securities fully vested on the date of the Transactions and a portion that remains subject to vesting terms that applied to the pre-conversion options held by the Reporting Person prior to the Transactions. |
| 2. The reported securities represent stock appreciation rights ("SARs") with respect to the Class C Common Stock of the Company, which will become SARs on the Company's common stock upon completion of the IPO. The reported securities were received, pursuant to the methodology and conversion ratio set forth in the registration statement filed by the Issuer with the SEC on September 7, 2021 relating to the Transactions. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Christine McKillip as Attorney-in-Fact for the Reporting Person | 09/14/2021 | |
| ** 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 5 (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. | ||
