Sec Form 4 Filing - Krauss Peter @ Terran Orbital Corp - 2024-10-30

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Krauss Peter
2. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [ LLAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer & EVP
(Last) (First) (Middle)
6800 BROKEN SOUND PARKWAY NW, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2024
(Street)
BOCA RATON, FL33487
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units ( 1 ) 10/30/2024 D 400,000 ( 1 ) ( 1 ) Common Stock 400,000 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krauss Peter
6800 BROKEN SOUND PARKWAY NW, SUITE 200
BOCA RATON, FL33487
Chief Operating Officer & EVP
Signatures
/s/ Stephanie McMenamy, attorney-in-fact 10/30/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 30, 2024, the reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 15, 2024, by and among Terran Orbital Corporation ("Terran"), Lockheed Martin Corporation ("Parent"), and Tholian Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), whereby Merger Sub merged with and into Terran with Terran as the surviving corporation of the merger (the "Merger"). Upon the effectiveness of the Merger, each restricted stock unit (the "Company RSUs") held by the reporting person automatically became fully vested and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding of taxes, equal to the product of (i) the total number of shares of Terran common stock, par value $0.0001 per share, underlying such Company RSU held by the reporting person multiplied by (ii) the merger consideration of $0.25 in cash.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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