Terran Orbital Corporation

11/01/2024 | Press release | Distributed by Public on 11/01/2024 15:50

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
OMB APPROVAL
OMB Number:3235-0287Estimated average burden hours per response...0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
LOCKHEED MARTIN CORP
2. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [LLAP]
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)
6801 ROCKLEDGE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024
(Street)
BETHESDA, MD 20817
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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 10/30/2024 P(1)(2) 1,000 A (1)(2) 1,000 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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
LOCKHEED MARTIN CORP
6801 ROCKLEDGE DRIVE
BETHESDA, MD 20817
X

Signatures

/s/ Lockheed Martin Corporation, by John E. Stevens, Vice President, Associate General Counsel 11/01/2024
**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) On October 30, 2024, pursuant to the Agreement and Plan of Merger, dated as of August 15, 2024, by and among the Reporting Person, Tholian Merger Sub, Inc., a wholly owned subsidiary of the Reporting Person ("Merger Sub"), and the Issuer, on Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of the Reporting Person. Prior to completion of the Merger, the shares of common stock of the Issuer previously directly owned by Astrolink International, LLC, an indirect wholly owned subsidiary of the Reporting Person, were contributed to the Reporting Person.
(2) At the effective time of the Merger (the "Effective Time"), the 13,481,857 shares of common stock of the Issuer owned by the Reporting Person immediately prior to the Effective Time were cancelled for no consideration, and the Reporting Person became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. In connection with the consummation of the Merger, on October 30, 2024, all Senior Secured Convertible Notes due 2027 and warrants to purchase shares of common stock held by the Reporting Person, which were previously reported in Table II of the Reporting Person's previous Section 16 filings with respect to the Issuer's securities, were canceled for no consideration.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.