SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Villa Marco

(Last)

(First)

(Middle)

6800 BROKEN SOUND PARKWAY, SUITE 200

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2022

3. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [ LLAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	5,786,409	I	M and S Villa Nevada Trust⁽¹⁾
Common Stock, par value $0.0001 per share	70,991	I	Terran Orbital Management Investors LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
$11 Retention Restricted Stock Units	03/25/2022	03/25/2027	Common Stock	79,445	⁽³⁾	D
$13 Retention Restricted Stock Units	03/25/2022	03/25/2027	Common Stock	67,225	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	615,589	⁽⁶⁾	I	M and S Villa Nevada Trust⁽¹⁾
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	413,777	⁽⁶⁾	I	M and S Villa Nevada Trust⁽¹⁾

Explanation of Responses:

1. Held by M and S Villa Nevada Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

2. Reporting Person's proportionate number of shares held through Terran Orbital Management Investors LLC, an investment vehicle over which the Reporting Person shares voting and dispositive power.

3. Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $11/share in 20 out of 30 trading days during a five year period starting March 25, 2022.

4. Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $13/share in 20 out of 30 trading days during a five year period starting March 25, 2022.

5. The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is February 24, 2021.

6. Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition, which is summarized herein, and a Liquidity Event vesting condition. The Liquidity Event vesting condition was satisfied on March 25, 2022 upon the closing of LLAP's business combination.

7. The restricted stock units vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date is March 15, 2021

Remarks:

Chief Revenue Officer and Executive Vice President Exhibit List: See Exhibit 24.1 - Power of Attorney

	/s/ Marco Villa	04/04/2022
	** 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 5 (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 Number.