FORM 4
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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).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Petrocelli Tobi
 2. Issuer Name and Ticker or Trading Symbol
Terran Orbital Corp [LLAP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

6800 BROKEN SOUND PKWY NW, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2023
(Street)

BOCA RATON, FL 33487
(City)
(State)
(Zip)
4. If Amendment, Date 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)

Code

V

Amount

(A) or (D)

Price

Common Stock, par value $0.0001 per share (1)

04/01/2023 M 17,500A $ 0 17,500D 

Common Stock, par value $0.0001 per share (1)

04/01/2023 M 8,333A $ 0 25,833D 


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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (2)

(2) 04/01/2023 M  17,500  (2)   (2)

Common Stock

17,500 $ 0 25,000D 

Restricted Stock Units (3)

(3) 04/01/2023 M  8,333  (3)   (3)

Common Stock

8,333 $ 0 16,667D 

Restricted Stock Units (4)

(4) 04/03/2023 A 95,109   (4)   (4)

Common Stock

95,109 $ 0 111,776D 

Explanation of Responses:
1.

Shares acquired represent settlement of vested restricted stock units on a one-for-one basis.

2.

Each restricted stock unit represents a contingent right to receive one share of LLAP common stock, all of which vested on April 1, 2023.

3.

Each restricted stock unit represents a contingent right to receive one share of LLAP common stock subject to vesting in three equal annual installments on each anniversary of April 1, 2022, the vesting start date.

4.

Includes 95,109 each representing a contingent right to receive one share of LLAP common stock, vesting on April 3, 2023.



Signatures

/s/James S. Black

04/04/2023
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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