Scott Wagner - 30 Aug 2021 Form 4 Insider Report for TWC Tech Holdings II Corp. (TWCTU)

Role
Director
Signature
/s/ Scott Wagner
Issuer symbol
TWCTU
Transactions as of
30 Aug 2021
Net transactions value
$0
Form type
4
Filing time
01 Sep 2021, 12:29:31 UTC
Previous filing
15 Jul 2021
Next filing
30 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TWCTU Class A Common Stock Options Exercise +25,000 25,000 30 Aug 2021 Direct F1
transaction TWCTU Class A Common Stock Disposed to Issuer -25,000 -100% 0 30 Aug 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TWCTU Class B Common Stock Options Exercise $0 -25,000 -100% $0.000000* 0 30 Aug 2021 Class A Common Stock 25,000 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott Wagner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
F2 On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement.