Lockheed Martin SC 13D/A Terran Orbital / LOCKHEED MARTIN ownership change


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

TERRAN ORBITAL CORPORATION
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

88105P103
(CUSIP Number)

John E. Stevens c/o Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, MD 20817 (301) 897-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

August 14, 2023 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 88105P103


1	NAMES OF REPORTING PERSONS

		Lockheed Martin Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) ☐
						(b) ☐

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

		OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION

		Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER

					56,723,4281

			8	SHARED VOTING POWER

					12,694,916

			9	SOLE DISPOSITIVE POWER

					56,723,4281

			10	SHARED DISPOSITIVE POWER

					12,694,916

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



		69,418,344

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		30.42

14	TYPE OF REPORTING PERSON (See Instructions)

		CO

(1)Includes 18,635,230 shares of Issuer common stock (“Common Stock”) currently issuable upon exercise of warrants and 37,301,257 shares of Common Stock currently issuable upon conversion of the Issuer’s 10% Senior Secured Convertible Notes due 2027 (the “Convertible Notes”), including interest paid in kind that has been added to the principal balance of the Convertible Notes.

(2)This percentage is calculated assuming 172,377,853 shares of Common Stock are outstanding as of August 7, 2023 based upon the information disclosed in Terran Orbital Corporation’s Quarterly Report on Form 10-Q dated August 14, 2023 and, in accordance with Rule 13d-3(d)(1)(i) under the Act, assuming the conversion of all warrants and Convertible Notes owned by Lockheed Martin Corporation into shares of Common Stock.


CUSIP No. 88105P103


1	NAMES OF REPORTING PERSONS

		Astrolink International LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) ☐
						(b) ☐

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

		OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER

					0

			8	SHARED VOTING POWER

					12,694,916

			9	SOLE DISPOSITIVE POWER

					0

			10	SHARED DISPOSITIVE POWER

					12,694,916

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



		12,694,916

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		7.41

14	TYPE OF REPORTING PERSON (See Instructions)

		OO

(1)This percentage is calculated assuming 172,377,853 shares of Common Stock are outstanding as of August 7, 2023 based upon the information disclosed in Terran Orbital Corporation’s Quarterly Report on Form 10-Q dated August 14, 2023.

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on November 9, 2022 (the “Schedule 13D”), as amended, relating to common stock, $0.0001 par value per share (the “Common Stock”), of Terran Orbital Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

This Amendment is being filed to reflect dilution of the Reporting Persons’ beneficial ownership of Common Stock based on the amount of Common Stock outstanding reported by the Issuer in its Quarterly Report on Form 10-Q dated August 14, 2023. The dilution was partially offset by the accrual, on August 15, 2023, of interest paid in kind on the Convertible Notes. This Amendment also updates information in the Schedule 13D based on intervening events since the Schedule 13D was last amended.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.

Item 5. Interest in Securities of the Issuer

Item 5(a)—(c) of the Schedule 13D are each hereby amended and restated in their entirety as follows:

(a) – (b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment and in the footnotes thereto is incorporated herein by reference. None of the Related Parties beneficially own any shares of Common Stock.

(c) The information in Items 3 and 4 of this Amendment is incorporated herein by reference. None of the Reporting Persons or the Related Parties have engaged in any transaction in shares of Common Stock in the 60 days prior to the filing of this Amendment.


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: August 16, 2023


						Lockheed Martin Corporation

			By:			/s/ H. Edward Paul III
			Name:			H. Edward Paul III
			Title:			Vice President and Controller


						Astrolink International LLC

			By:			/s/ H. Edward Paul III
			Name:			H. Edward Paul III
			Title:			Vice President

Schedule I

The name, present principal occupation or employment and citizenship of each of the executive officers and directors of LMC and Astrolink is set forth below. The business address of each individual is c/o Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817.

Lockheed Martin Corporation

Name of Executive Officer

Principal Occupation or Employment

Citizenship

Timothy S. Cahill

Executive Vice President - Missiles and Fire Control

United States

Stephanie C. Hill

Executive Vice President - Rotary and Mission Systems

United States

Maryanne R. Lavan

Senior Vice President, General Counsel and Corporate Secretary

United States

Robert M. Lightfoot, Jr.

Executive Vice President - Space

United States

Jesus Malave

Chief Financial Officer

United States

H. Edward Paul III

Vice President and Controller

United States

Evan T. Scott

Vice President and Treasurer

United States

Frank A. St. John

Chief Operating Officer

United States

James D. Taiclet

Chairman, President and Chief Executive Officer

United States

Gregory M. Ulmer

Executive Vice President - Aeronautics

United States

Name of Director

Principal Occupation or Employment

Citizenship

Daniel F. Akerson

Retired Chairman and CEO, General Motors Company

United States

David B. Burritt

President and CEO, United States Steel Corporation

United States

Bruce A. Carlson

Retired United States Air Force General

United States

John M. Donovan

Retired CEO, AT&T Communications, LLC

United States

Joseph F. Dunford, Jr.

Senior Managing Director and Partner of Liberty Strategic Capital

United States

James O. Ellis, Jr.

Retired President and CEO, Institute of Nuclear Power Operations

United States

Thomas J. Falk

Retired Chairman and CEO, Kimberly-Clark Corporation

United States

Ilene S. Gordon

Retired Chairman and CEO, Ingredion Incorporated

United States

Vicki A. Hollub

President and CEO, Occidental Petroleum Corporation

United States

Jeh C. Johnson

Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

United States

Debra L. Reed-Klages

Retired Chairman, President and CEO, Sempra Energy

United States

Patricia E. Yarrington

Retired Chief Financial Officer, Chevron Corporation

United States

Astrolink International LLC

Name of Executive Officer

Principal Occupation or Employment

Citizenship

J. Chris Moran

Vice President and General Manager, Lockheed Martin Ventures, Lockheed Martin Corporation

United States

John E. Stevens

Vice President, Associate General Counsel, Lockheed Martin Corporation

United States

H. Edward Paul III

Vice President and Controller, Lockheed Martin Corporation

United States

Evan T. Scott

Vice President and Treasurer, Lockheed Martin Corporation

United States

Scott M. Weiner

Vice President, Corporate Development, Lockheed Martin Corporation

United States

Lockheed Martin (LMT) SC 13D/ATerran Orbital / LOCKHEED MARTIN ownership change