ThoughtWorks Holding Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 15:06

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Turing EquityCo. II L.P.
2. Issuer Name and Ticker or Trading Symbol
Thoughtworks Holding, Inc. [TWKS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
PO BOX 656, EAST WING,, TRAFALGAR COURT, LES BANQUES 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
ST. PETER PORT, Y7 GY1 3PP 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 11/13/2024 D(1) 197,750,138 D (1) 0 D(2)(3)
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Turing EquityCo. II L.P.
PO BOX 656, EAST WING,
TRAFALGAR COURT, LES BANQUES
ST. PETER PORT, Y7 GY1 3PP 		X
Turing GP Co. Ltd
PO BOX 656, EAST WING,
TRAFALGAR COURT, LES BANQUES
ST. PETER PORT, Y7 GY1 3PP 		X
APAX IX GP CO. Ltd
THIRD FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST PETER PORT, Y7 GY1 2HJ 		X

Signatures

/s/ Jeremy Latham, Director of Apax IX GP Co. Limited 11/15/2024
**Signature of Reporting Person Date
/s/ Robert Guilbert, Director of Turing GP Co. Limited 11/15/2024
**Signature of Reporting Person Date
/s/ Robert Guilbert, Director of Turing GP Co. Limited, the general partner of Turing EquityCo II L.P. 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In connection with the acquisition of the Issuer by Tasmania Midco, LLC ("Parent") and pursuant to that certain rollover agreement, dated August 5, 2024, by and among Tasmania Parent, Inc. ("TopCo"), Tasmania Holdco, Inc., Parent, and the Reporting Person, the reported securities were contractually converted at a 1:1 ratio into the common shares of TopCo.
(2) Turing EquityCo II L.P. directly holds the reported securities. Apax IX GP Co. Limited ("Apax IX GP") is the sole shareholder of Turing GP Co. Limited which is the general partner of Turing EquityCo II L.P.
(3) Apax IX GP is the investment manager of the relevant investment vehicles in the fund known as Apax IX and is controlled by a board of directors consisting of Elizabeth Burne, Simon Cresswell, Andrew Guille, Martin Halusa, Jeremy Latham and Paul Meader. The registered address for Apax IX is Third Floor Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GYl 2HJ. Each of the foregoing board members disclaims beneficial ownership.
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