SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PREVITE ANTHONY

(Last)

(First)

(Middle)

6800 BROKEN SOUND PARKWAY, SUITE 200

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

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
Officer (give title below)	X	Other (specify below)
		See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2022

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	07/08/2022		G	V	10,372,117⁽¹⁾⁽²⁾	D	$0.00	0	D
Common Stock, par value $0.0001 per share	07/08/2022		G	V	10,372,117⁽¹⁾⁽²⁾	A	$0.00	0	I	By Anthony L. Previte Declaration of Trust dated June 10, 2022

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	07/08/2022		G	V		1,930,954	⁽⁴⁾	⁽⁴⁾	Common Stock	1,930,954	$0.00	0	D
Restricted Stock Units	⁽³⁾	07/08/2022		G	V	1,930,954⁽¹⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	1,930,954	$0.00	0	I	By Anthony L. Previte Declaration of Trust dated June 10, 2022
Restricted Stock Units	⁽³⁾	07/08/2022		G	V		1,231,204⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,231,204	$0.00	0	D
Restricted Stock Units	⁽³⁾	07/08/2022		G	V	1,231,204⁽¹⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	1,231,204	$0.00	0	I	By Anthony L. Previte Declaration of Trust dated June 10, 2022
Restricted Stock Units	⁽³⁾	07/08/2022		G	V		1,103,402⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	1,103,402	$0.00	0	D
Restricted Stock Units	⁽³⁾	07/08/2022		G	V	1,103,402⁽¹⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	1,103,402	$0.00	0	I	By Anthony L. Previte Declaration of Trust dated June 10, 2022
$11 Retention Restricted Stock Units	⁽⁷⁾	07/08/2022		G	V		175,606⁽¹⁾	03/25/2022	03/25/2027	Common Stock	175,606	$0.00	0	D
$11 Retention Restricted Stock Units	⁽⁷⁾	07/08/2022		G	V	175,606⁽¹⁾		03/25/2022	03/25/2027	Common Stock	175,606	$0.00	0	I	By Anthony L. Previte Declaration of Trust dated June 10, 2022
$13 Retention Restricted Stock Units	⁽⁸⁾	07/08/2022		G	V		148,600⁽¹⁾	03/25/2022	03/25/2027	Common Stock	148,600	$0.00	0	D
$13 Retention Restricted Stock Units	⁽⁸⁾	07/08/2022		G	V	148,600⁽¹⁾		03/25/2022	03/25/2027	Common Stock	148,600⁽¹⁾	$0.00	0	I	By Anthony L. Previte Declaration of Trust dated June 10, 2022

Explanation of Responses:

1. The reporting person transferred all of his common stock and restricted stock units to his family trust on July 8, 2022. The reporting person served as the trustee of the trust at the time of the transfers.

2. 35,495 of the shares were previously held in Terran Orbital Management Investors LLC, but those shares of common stock were distributed in kind to Mr. Previte without consideration prior to contributing them to the trust.

3. Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition described 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.

4. 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.

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

7. Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying certain conditions, including 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.

8. Each retention restricted stock unit represents a contingent right to receive one share of LLAP common stock. Such restricted stock will vest upon satisfying certain conditions, including 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.

Remarks:

At the time of the transfers by the reporting person to his family trust he was the Co-Founder, Chief Strategy Officer and Executive Vice President of LLAP and a member of the board of directors of LLAP. Following the date of the transfers, the reporting person passed away.

	/s/ Stacy N. Previte, as Personal Representative of Reporting Person	07/22/2022
	** 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 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).
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