TWC Tech Holdings II Form 3/A / ADAM CLAMMER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
09/10/2020

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/10/2020

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	14,993,750⁽²⁾⁽³⁾	⁽¹⁾	D

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. As described in the issuer's registration statement on Form S-1 (File No. 333-240330) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. These shares represent Class B common stock held by TWC Tech Holdings II, LLC, acquired pursuant to a subscription agreement by and between TWC Tech Holdings II, LLC and the issuer. The Class B common stock owned by the reporting person includes up to 1,968,750 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock 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 or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

This Form 3 amendment is being filed solely to add True Wind Capital Management, L.P. and True Wind Capital Management GP, LLC as reporting persons.

	/s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, the 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	09/17/2020
	/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, MM of TWC SPAC Aggregator II, LLC	09/17/2020
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC	09/17/2020
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P.	09/17/2020
	/s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC	09/17/2020
	/s/ James Greene, Jr.	09/17/2020
	/s/ Adam Clammer	09/17/2020
	** Signature of Reporting Person	Date
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TWC Tech Holdings II Form 3/ATWC Tech Holdings II / ADAM CLAMMER ownership change