SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chwick Jane

(Last)

(First)

(Middle)

C/O THOUGHTWORKS HOLDING, INC.

200 EAST RANDOLPH STREET, 25TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Thoughtworks Holding, Inc. [ TWKS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

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, $0.001 par value ("Common Stock")	11/13/2024		D		149,833	D⁽¹⁾	$4.4	0	D

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)
Options to purchase Common Stock⁽²⁾	$2.11	11/13/2024		D⁽²⁾			25,339	⁽²⁾	12/13/2027	Common Stock	25,339	⁽²⁾	0	D
Options to purchase Common Stock⁽²⁾	$1.92	11/13/2024		D⁽²⁾			32,685	⁽²⁾	12/19/2028	Common Stock	32,685	⁽²⁾	0	D

Explanation of Responses:

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. 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.

	/s/ Christine McKillip Attorney-in-Fact for Reporting Person	11/15/2024
	** 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).
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