Richard Y. Newton III Form 3 Terran Orbital / Richard Y. Newton III ownership change

SEC Form 3

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^*

Newton Richard Y. III

(Last) (First) (Middle)

6800 BROKEN SOUND PARKWAY, SUITE 200

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2022

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

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(1)	(1)	Common Stock	29,129	(2)	D

Explanation of Responses:

1. The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is May 27, 2020.

2. Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition, which is summarized herein, and a Liquidity Event vesting condition. The Liquidity Event vesting condition was satisfied on March 25, 2022 upon the closing of LLAP's business combination.

Remarks:

Exhibit List: See Exhibit 24.1 - Power of Attorney

	/s/ Richard Y. Newton III	04/04/2022
	** 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).
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