SEC FORM 3

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^*

Tiwari Sudhir

(Last)

(First)

(Middle)

C/O THOUGHTWORKS HOLDING, INC.

200 E RANDOLPH STREET

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2023

3. Issuer Name and Ticker or Trading Symbol
Thoughtworks Holding, Inc. [ TWKS ]

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

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

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)
Common Stock	207,672⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options to purchase common stock	10/12/2021⁽²⁾	10/12/2027	Common Stock	289,615	$2.29	D
Options to purchase common stock	12/19/2022⁽³⁾	12/19/2028	Common Stock	34,864	$2.48	D
Options to purchase common stock	⁽⁴⁾	09/15/2030	Common Stock	12,202⁽⁵⁾	$5.16	D

Explanation of Responses:

1. The reported securities include 7,143 shares of common stock underlying restricted stock units ("RSUs") granted to the reporting person on November 18, 2021 (the "First Grant Date") and 11,340 shares of common stock underlying RSUs granted to the reporting person on November 15, 2022 (the "Second Grant Date"), both of which are pursuant to the 2021 Omnibus Incentive Plan. The RSUs of the First Grant Date and the Second Grant Date vest and settle 25% on each 12-month anniversary of the respective grant, over 4 years.

2. Represents outstanding, unexercised options granted to the reporting person on October 12, 2017. The options are fully vested and exercisable.

3. Represents outstanding, unexercised options granted to the reporting person on December 19, 2018. The options are fully vested and exercisable.

4. Represents outstanding, unexercised options granted to the reporting person on September 15, 2020 (the "Grant Date"). 86% of the options are fully vested and exercisable, the remaining 14% vest in four equal installments of 330 shares on September 15, 2023, December 15, 2023, March 15, 2024, June 15, 2024, and September 15, 2024.

5. 1,650 of the reported securities remain subject to time-based vesting.

Remarks:

Global Head of Digital Engineering Center Exhibit 24 - Power of Attorney

	/s/ Christine McKillip Attorney-in-Fact for Reporting Person	08/17/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.