Cellebrite DI Form 4 TWC Tech Holdings II / ADAM CLAMMER ownership change

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^*

TWC Tech Holdings II, LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TWC Tech Holdings II Corp. [ TWCTU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	08/30/2021		M⁽¹⁾		14,887,500	A	⁽¹⁾	14,887,500	I	See footnote⁽²⁾
Class A Common Stock	08/30/2021		D⁽³⁾		14,887,500	D	⁽³⁾	0	I	See footnote⁽²⁾

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)
Class B Common Stock	⁽¹⁾	08/30/2021		M⁽¹⁾			14,887,500	⁽¹⁾	⁽¹⁾	Class A Common Stock	14,887,500	$0	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

TWC Tech Holdings II, LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TWC SPAC Aggregator II, LLC

(Last)

(First)

(Middle)

C/O TWC TECH HOLDINGS II CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TWC Employee SPAC Aggregator II, LLC

(Last)

(First)

(Middle)

C/O TWC TECH HOLDINGS II CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

True Wind Capital Management, L.P.

(Last)

(First)

(Middle)

C/O TWC TECH HOLDINGS II CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

True Wind Capital Management GP, LLC

(Last)

(First)

(Middle)

C/O TWC TECH HOLDINGS II CORP.

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CLAMMER ADAM

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREENE JAMES H JR

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. 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.

	/s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC, MM of TWC Tech Holdings II, LLC	09/01/2021
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC, the MM of TWC SPAC Aggregator II, LLC	09/01/2021
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC	09/01/2021
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P.	09/01/2021
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC	09/01/2021
	/s/ Adam Clammer	09/01/2021
	/s/ James Greene, Jr.	09/01/2021
	** 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).
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.

Cellebrite DI Form 4TWC Tech Holdings II / ADAM CLAMMER ownership change