Statement of Changes in Beneficial Ownership (4)
12 Mai 2021 - 10:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
TCP SA, LLC |
2. Issuer Name and Ticker or Trading Symbol
TB SA Acquisition Corp
[
TBSA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Sponsor |
(Last)
(First)
(Middle)
PO BOX 1093, BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2021 |
(Street)
GEORGE TOWN, E9 KY1-1102
(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 B ordinary shares | (1) | 5/7/2021 | | J (1) | | | 750000 | (2) | (2) | Class A ordinary shares | 750000 | (2) | 4805000 | D (3) | |
Explanation of Responses: |
(1) | This Form 4 reflects the automatic surrender to TB SA Acquisition Corp (the "issuer") of 750,000 shares of the issuer's Class B ordinary shares, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the election by the underwriter of the issuer's initial public offering not to exercise its option to purchase additional units. |
(2) | As described in the issuer's registration statement on Form S-1 (File No. 333-253086) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and will have certain anti-dilution rights and have no expiration date. |
(3) | TCP SA GP, Ltd is the general partner of the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. The sole member of TCP SA GP, Ltd is TowerBrook Investors, Ltd. Neal Moszkowski and Ramez Sousou hold 100% of the voting securities of TowerBrook Investors, Ltd. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TCP SA, LLC PO BOX 1093, BOUNDARY HALL CRICKET SQUARE GRAND CAYMAN GEORGE TOWN, E9 KY1-1102 |
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| Sponsor |
Signatures
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/s/ Glenn Miller, as Authorized Signatory | | 5/12/2020 |
**Signature of Reporting Person | Date |
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