Statement of Changes in Beneficial Ownership (4)
31 Enero 2023 - 5:32PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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LAWRIE JOHN M |
2. Issuer Name and Ticker or Trading Symbol
TLG Acquisition One Corp.
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TLGA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O TLG ACQUISITION ONE CORP., 515 NORTH FLAGLER DRIVE, SUITE 520 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/30/2023 |
(Street)
WEST PALM BEACH, FL 33401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class F Common Stock, par value $0.0001 | (1) | 1/30/2023 | | J (2) | | | 5000000 | (1) | (1) | Class A Common Stock, par value $0.0001 | 5000000 | $0.00 (2) | 4860869 | I | See Footnotes (3)(4) |
Explanation of Responses: |
(1) | Shares of Class F Common Stock of the Issuer ("Class F Common Stock") are convertible into shares of Class A Common Stock of the Issuer as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252032). The shares of Class F Common Stock have no expiration date. |
(2) | On January 30, 2023, TLG Acquisition Founder LLC (the "Sponsor") forfeited and surrendered for no consideration 5,000,000 shares of Class F Common Stock pursuant to the terms of the Sponsor Agreement, dated November 13, 2022, by and among the Issuer, the Sponsor, TLG Fund I, LP ("TLG Fund I"), Electriq Power, Inc. and the other parties thereto. |
(3) | Represents 4,360,869 shares of Class F Common Stock held by the Sponsor and 500,000 shares of Class F Common Stock held by TLG Fund I. The reporting person is the manager of the Sponsor and has sole voting and dispositive power over the shares held by the Sponsor. The reporting person is the manager of the general partner of TLG Fund I, who has sole voting and dispositive power over the shares held by TLG Fund I. |
(4) | The reporting person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the Sponsor, TLG Fund I or any of their respective affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LAWRIE JOHN M C/O TLG ACQUISITION ONE CORP. 515 NORTH FLAGLER DRIVE, SUITE 520 WEST PALM BEACH, FL 33401 | X | X | Chief Executive Officer |
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Signatures
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/s/ John Michael Lawrie | | 1/31/2023 |
**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 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. |
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 control number. |
TLG Acquisition One (NYSE:TLGA)
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TLG Acquisition One (NYSE:TLGA)
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