Thomas E. Manion Form 4 Terran Orbital / Thomas E. Manion ownership change

SEC Form 4

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^*

Manion Thomas E.

(Last) (First) (Middle)

6800 BROKEN SOUND PKWY NW, SUITE 200

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [ LLAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.0001 per share(1)	04/01/2024		M		8,333	A	$0	34,166	D
Common Stock, par value $0.0001 per share(1)	04/03/2024		M		95,109	A	$0	129,275	D
Common Stock, par value $0.0001 per share(2)	04/03/2024		A		18,031	A	(2)	147,306	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 (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
Restricted Stock Units(3)	$0.00	04/01/2024		A		133,588		(3)	(3)	Common Stock	133,588	$0	280,364	D
Restricted Stock Units(4)	$0.00	04/01/2024		M			8,333	(4)	(4)	Common Stock	8,333	$0	272,031	D
Restricted Stock Units(5)	$0.00	04/03/2024		M			95,109	(5)	(5)	Common Stock	95,109	$0	176,922	D

Explanation of Responses:

1. Shares acquired represent settlement of vested restricted stock units on a one-for-one basis.

2. Shares of common stock issued on April 3, 2024 in lieu of cash retainers accrued for service on the Board for the period of January 1, 2024 through March 31, 2024, at a price of $1.31 per share, the closing price as of March 28, 2024.

3. Includes 133,588 restricted stock units, each representing a contingent right to receive one share of LLAP common stock, subject to vesting in full on the first anniversary of April 1, 2024, the vesting start date.

4. Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to vesting in three equal annual installments on each anniversary of April 1, 2022, the vesting start date.

5. Each restricted stock unit represents a contingent right to receive one share of LLAP common stock, all of which vested on April 3, 2024.

	/s/ James S. Black, attorney-in-fact	04/03/2024
	** 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).
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