0001209191-23-023936.txt : 20230410 0001209191-23-023936.hdr.sgml : 20230410 20230410180517 ACCESSION NUMBER: 0001209191-23-023936 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230330 FILED AS OF DATE: 20230410 DATE AS OF CHANGE: 20230410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Michel Santina M CENTRAL INDEX KEY: 0001972586 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40170 FILM NUMBER: 23811991 MAIL ADDRESS: STREET 1: C/O TERRAN ORBITAL CORPORATION STREET 2: 6800 BROKEN SOUND PARKWAY, 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 2023-03-30 0 0001835512 Terran Orbital Corp LLAP 0001972586 Michel Santina M 6800 BROKEN SOUND PKWY NW, SUITE 200 BOCA RATON FL 33487 0 1 0 0 SVP and Chief HR Officer Common stock, par value $0.0001 per share 38536 D Restricted Stock Units Common Stock 38536 D Restricted Stock Units Common Stock 100000 D $11 Restricted Stock Units 2022-03-25 2027-03-25 Common Stock 35308 D $13 Restricted Stock Units 2022-03-25 2027-03-25 Common Stock 29874 D Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to time-based vesting over four equal annual installments occurring on each anniversary of the vesting start date. Vesting start date is March 1, 2021. Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to time-based vesting over four equal annual installments occurring on each anniversary of the vesting start date. Vesting start date is November 4, 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 $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. See Exhibit 24.1 - Power of Attorney /s/ James S. Black, attorney-in-fact 2023-04-10 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

LIMITED POWER OF ATTORNEY

I, Santina Michel, do hereby appoint James S. Black, Austin S. Elliott, and
Stephanie McMenamy 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
7, 2023.


       Signature: /s/ Santina Michel
                 --------------------------------

       Name: Santina Michel
             ------------------------------------