Thoughtworks Holding (TWKS) executive Murphy returned to the company 446,711 shares at $4.40

Insider transactions reported

Christopher Gerard Murphy (Chief Revenue & Client Officer at Thoughtworks Holding Inc., TWKS) reported that they returned to the company 446,711 shares at $4.40, and disposed of 199,506 shares on Nov 13, 2024. After these transactions the filing shows 195,189 shares held directly and 0 shares held directly.

Reporting person

Murphy Christopher Gerard

Role

Chief Revenue & Client Officer

Options and other derivatives

Holdings before and after

• Common Stock, $0.001 par value ( Common Stock ): 641,900 to 195,189 direct
• Common Stock: 195,189 to 0 direct
• Common Stock: 8,494 to 0 indirect, By Wife
• Options to purchase Common Stock: 789,234 to 0 direct

Footnotes from the filing

1. 1. On November 13, 2024 (the Effective Time ), Thoughtworks Holding, Inc. (the Company ) completed its merger (the Merger ) with Tasmania Merger Sub, Inc. ( Merger Sub ), a wholly owned subsidiary of Tasmania Midco, LLC ( Parent ). Pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of August 5, 2024, by and among the Company, Parent and Merger Sub (the Merger Agreement ), at the Effective Time, each of the reporting person's shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $4.40 per share in cash, without interest thereon, and less any applicable tax withholdings.
2. 2. Represents restricted stock units ( RSUs ) that have not vested prior to the Effective Time and had been reported in Table I. Pursuant to the Merger Agreement, each award of RSUs outstanding immediately prior to the Effective Time and that did not vest upon the occurrence of the Effective Time, was assumed by Parent and converted into the contingent right to receive an amount in cash, without interest and less applicable tax withholdings (a Converted Award ), equal to $4.40 multiplied by the number of shares covered by such award immediately prior to the Effective Time. 50% of such Converted Award (on an individual-by-individual basis) will vest on each of the 1st and 2nd anniversaries of the closing date of the Merger. The Converted Award will otherwise continue to vest on the same schedule and conditions and remain subject to the same terms and conditions as applied to the RSU award immediately prior to the Effective Time, including any acceleration of vesting provisions.
3. 3. This stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each of the reporting person's options to purchase shares of Common Stock (a Company Option ) that were vested, outstanding and unexercised immediately prior to the Effective Time (a Vested Company Option ) were cancelled, with the reporting person becoming entitled to receive an amount in cash, less any applicable tax withholdings, equal to (a) the excess of $4.40 over the per share exercise price of such Vested Company Option, multiplied by (b) the number of shares Common Stock underlying such Vested Company Option immediately prior to the Effective Time.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

Other acquisition or disposition:

Code J marks a transaction that fits no other code. The footnotes describe what happened.

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