0000899243-22-013586.txt : 20220405 0000899243-22-013586.hdr.sgml : 20220405 20220405061004 ACCESSION NUMBER: 0000899243-22-013586 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220325 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Villa Marco CENTRAL INDEX KEY: 0001919546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40170 FILM NUMBER: 22805126 MAIL ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33487 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Terran Orbital Corp CENTRAL INDEX KEY: 0001835512 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY, SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: (561) 988-1704 MAIL ADDRESS: STREET 1: 6800 BROKEN SOUND PARKWAY, SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: Tailwind Two Acquisition Corp. DATE OF NAME CHANGE: 20201208 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-03-25 0 0001835512 Terran Orbital Corp LLAP 0001919546 Villa Marco 6800 BROKEN SOUND PARKWAY, SUITE 200 BOCA RATON FL 33487 0 1 0 0 See Remarks Common Stock, par value $0.0001 per share 5786409 I M and S Villa Nevada Trust Common Stock, par value $0.0001 per share 70991 I Terran Orbital Management Investors LLC $11 Retention Restricted Stock Units 2022-03-25 2027-03-25 Common Stock 79445 D $13 Retention Restricted Stock Units 2022-03-25 2027-03-25 Common Stock 67225 D Restricted Stock Units Common Stock 615589 I M and S Villa Nevada Trust Restricted Stock Units Common Stock 413777 I M and S Villa Nevada Trust Held by M and S Villa Nevada Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. Reporting Person's proportionate number of shares held through Terran Orbital Management Investors LLC, an investment vehicle over which the Reporting Person shares voting and dispositive power. Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $11/share in 20 out of 30 trading days during a five year period starting March 25, 2022. Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $13/share in 20 out of 30 trading days during a five year period starting March 25, 2022. The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is February 24, 2021. 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. The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is March 15, 2021 Chief Revenue Officer and Executive Vice President Exhibit List: See Exhibit 24.1 - Power of Attorney /s/ Marco Villa 2022-04-04 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                           LIMITED POWER OF ATTORNEY

      I, Marco Villa, do hereby appoint Hilary Hageman, Stephanie McMenamy
and Holly Stamm, as my true and lawful attorneys-in-fact (each an "Attorney-in-
Fact" and, collectively, the "Attorneys-in-Fact"), each, individually or
jointly, with full power of substitution and resubstitution, to have full power
and authority to act in my name, place and stead and on my behalf to:

      1)    execute and deliver for and on behalf of me, in my capacity as one
            or more of an officer, director, or significant stockholder of
            Terran Orbital Corporation or any of its subsidiaries (collectively,
            the "Company"), Forms 3, 4 and 5 and any amendments thereto under
            Section 16(a) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act"), and the rules and regulations thereunder;

      2)    do and perform any and all acts for and on behalf of me that such
            Attorney-in- Fact (in his or her sole discretion) determines may be
            necessary or desirable to complete and execute any such Form 3, 4 or
            5, complete and execute any amendments thereto and timely file same
            with the United States Securities and Exchange Commission (the
            "SEC") and any stock exchange or similar authority, including,
            without limitation, the filing of a Form ID or any other documents
            necessary or appropriate to enable such documents to be filed
            electronically with the SEC; and

      3)    take any other action of any type whatsoever in connection with the
            foregoing which, in the sole opinion of such Attorney-in-Fact, may
            be of benefit to, in the best interest of, or legally required by,
            or for, me, it being understood that the documents executed by such
            Attorney-in-Fact on behalf of me pursuant to this Limited Power of
            Attorney shall be in such form and shall contain such information
            and disclosure as such Attorney-in-Fact may approve in his or her
            sole discretion.

      I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully
do or cause to be done by virtue of this Limited Power of Attorney and the
rights and powers herein granted.  I acknowledge that the Attorneys-in-Fact, in
serving in such capacity at my request, are not assuming, nor is the Company
assuming, (i) any of my responsibilities to comply with the requirements of the
Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"),
or any liability for my failure to comply with such requirements, or (ii) any
obligation or liability I incur for profit disgorgement under Section 16(b) of
the Exchange Act.  I further acknowledge that this Limited Power of Attorney
does not relieve me from responsibility for compliance with my obligations under
the Exchange Act or the Securities Act.

      This Limited Power of Attorney shall remain in full force and effect until
I am no longer required to file Forms 3, 4 or 5 with respect to my holdings of
and transactions in securities issued by the Company, unless earlier revoked by
me in a signed writing delivered to the Attorneys-in-Fact.


      IN WITNESS WHEREOF, I have executed this Limited Power of Attorney as of
April 4, 2022.


                                      Signature: /s/ Marco Villa
                                                --------------------------------

                                      Name: Marco Villa
                                            ------------------------------------