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*
Murphy Christopher Gerard

(Last) (First) (Middle)
C/O THOUGHTWORKS HOLDING, INC.
200 EAST RANDOLPH STREET, 25TH FLOOR

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Thoughtworks Holding, Inc. [ TWKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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)
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 09/17/2021 S 86,595 D $19.85 328,358 D
Common Stock 09/21/2021 A 64,787(1) A $0.00 393,145 D
Common Stock 09/21/2021 A 2,703(2) A $0.00 2,703 I By wife
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
Options to purchase common stock $2.29 09/17/2021 A 276,830.55 09/17/2021 10/12/2027 Common Stock 276,830.55 $0.00 789,234(3) D
Options to purchase common stock $2.29 09/17/2021 A 28,486.98 09/17/2021 06/08/2028 Common Stock 28,486.98 $0.00 108,951(4) D
Options to purchase common stock $2.48 09/17/2021 A 80,956.87 09/17/2021 12/19/2028 Common Stock 80,956.87 $0.00 127,114(5) D
Options to purchase common stock $5.16 09/17/2021 A 14,819 09/17/2021 09/15/2030 Common Stock 14,819 $0.00 26,148(6) D
Stock appreciation rights (7) 09/21/2021 D 2,005 (7) (7) 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. The reported securities are RSUs granted to the reporting person's spouse, which include (i) 2,005 RSUs that vest and settle 50% on each of the 6-month and 12-month anniversaries of grant, which RSUs were received in respect of New SARs held by the reporting person's spouse that were inadvertently omitted from the reporting person's Form 3, and (ii) 698 RSUs that vest and settle in full on the 26-month anniversary of grant. The reporting person disclaims beneficial ownership of such reported securities held by the reporting person's spouse.
3. 28,672.83 of the reported securities remain subject to time-based vesting.
4. 11,801.89 of the reported securities remain subject to time-based vesting.
5. 28,324.88 of the reported securities remain subject to time-based vesting.
6. 11,329.00 of the reported securities remain subject to time-based vesting.
7. 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:
Chief Executive Officer of Thoughtworks North America
/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.
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