Amended Statement of Beneficial Ownership (3/a)
17 Septiembre 2020 - 3:07PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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
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TWC Tech Holdings II, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/10/2020
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3. Issuer Name and Ticker or Trading Symbol
TWC Tech Holdings II Corp. [TWCTU]
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(Last)
(First)
(Middle)
FOUR EMBARCADERO CENTER,, SUITE 2100 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 9/10/2020
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Class B Common Stock | (1) | (1) | Class A Common Stock | 14993750 (2)(3) | (1) | D | |
Explanation of Responses: |
(1) | As described in the issuer's registration statement on Form S-1 (File No. 333-240330) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. |
(2) | These shares represent Class B common stock held by TWC Tech Holdings II, LLC, acquired pursuant to a subscription agreement by and between TWC Tech Holdings II, LLC and the issuer. The Class B common stock owned by the reporting person includes up to 1,968,750 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. |
(3) | TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Remarks: This Form 3 amendment is being filed solely to add True Wind Capital Management, L.P. and True Wind Capital Management GP, LLC as reporting persons. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TWC Tech Holdings II, LLC FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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TWC SPAC Aggregator II, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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TWC Employee SPAC Aggregator II, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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True Wind Capital Management, L.P. C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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True Wind Capital Management GP, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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CLAMMER ADAM FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 | X | X | CEO and President |
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GREENE JAMES H JR FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 | X | X |
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Signatures
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/s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC, MM of TWC Tech Holdings II, LLC | | 9/17/2020 |
**Signature of Reporting Person | Date |
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC | | 9/17/2020 |
**Signature of Reporting Person | Date |
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC | | 9/17/2020 |
**Signature of Reporting Person | Date |
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P. | | 9/17/2020 |
**Signature of Reporting Person | Date |
/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC | | 9/17/2020 |
**Signature of Reporting Person | Date |
/s/ James Greene, Jr. | | 9/17/2020 |
**Signature of Reporting Person | Date |
/s/ Adam Clammer | | 9/17/2020 |
**Signature of Reporting Person | Date |
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