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^*

Turing EquityCo. II L.P.

(Last)

(First)

(Middle)

PO BOX 656, EAST WING,

TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT

GY1 3PP

(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)

Director	X	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)

	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)
Common Stock	11/13/2024		D⁽¹⁾		197,750,138	D	⁽¹⁾	0	D⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

Turing EquityCo. II L.P.

(Last)

(First)

(Middle)

PO BOX 656, EAST WING,

TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT

GY1 3PP

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Turing GP Co. Ltd

(Last)

(First)

(Middle)

PO BOX 656, EAST WING,

TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT

GY1 3PP

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

APAX IX GP CO. Ltd

(Last)

(First)

(Middle)

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

(Street)

ST PETER PORT

GY1 2HJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. In connection with the acquisition of the Issuer by Tasmania Midco, LLC ("Parent") and pursuant to that certain rollover agreement, dated August 5, 2024, by and among Tasmania Parent, Inc. ("TopCo"), Tasmania Holdco, Inc., Parent, and the Reporting Person, the reported securities were contractually converted at a 1:1 ratio into the common shares of TopCo.

2. Turing EquityCo II L.P. directly holds the reported securities. Apax IX GP Co. Limited ("Apax IX GP") is the sole shareholder of Turing GP Co. Limited which is the general partner of Turing EquityCo II L.P.

3. Apax IX GP is the investment manager of the relevant investment vehicles in the fund known as Apax IX and is controlled by a board of directors consisting of Elizabeth Burne, Simon Cresswell, Andrew Guille, Martin Halusa, Jeremy Latham and Paul Meader. The registered address for Apax IX is Third Floor Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GYl 2HJ. Each of the foregoing board members disclaims beneficial ownership.

	/s/ Jeremy Latham, Director of Apax IX GP Co. Limited	11/15/2024
	/s/ Robert Guilbert, Director of Turing GP Co. Limited	11/15/2024
	/s/ Robert Guilbert, Director of Turing GP Co. Limited, the general partner of Turing EquityCo II L.P.	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Large owner Turing Equityco. Ii L.P. returned 197,750,138 shares to the company (SEC Form 4)