Form 4 Nuburu, Inc. For: Jan 31 Filed by: Anzu Nuburu III LLC

February 2, 2023 3:13 PM EST

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 ^*

Seldin David

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD, SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuburu, Inc. [ BURU ]

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)
01/31/2023

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	01/31/2023		A⁽¹⁾		121,411 ⁽²⁾	A	⁽³⁾	121,411	D
Common Stock	01/31/2023		A⁽¹⁾		381,730 ⁽²⁾	A	⁽⁴⁾	503,141	D
Common Stock	01/31/2023		A⁽¹⁾		147,697 ⁽⁵⁾	A	⁽⁴⁾	147,697	D
Common Stock	01/31/2023		A⁽¹⁾		30,305 ⁽⁵⁾	A	⁽⁶⁾	178,002	D
Common Stock	01/31/2023		A⁽¹⁾		4,024,512 ⁽⁷⁾	A	⁽⁶⁾	4,024,512	D
Common Stock	01/31/2023		A⁽¹⁾		1,851,063 ⁽⁸⁾	A	⁽⁶⁾	1,851,063	D
Common Stock	01/31/2023		A⁽¹⁾		1,521,036 ⁽⁹⁾	A	⁽⁶⁾	1,521,036	D
Common Stock	01/31/2023		A⁽¹⁾		10,127,833 ⁽¹⁰⁾	A	⁽⁶⁾	10,127,833	D
Common Stock	01/31/2023		A⁽¹⁾		24,282 ⁽¹¹⁾	A	⁽⁴⁾	24,282	D
Common Stock	01/31/2023		A⁽¹⁾		103,101 ⁽¹²⁾	A	⁽⁶⁾	103,101	D
Common Stock	01/31/2023		A⁽¹⁾		12,141 ⁽¹³⁾	A	⁽³⁾	12,141	D

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)
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		121,411 ⁽²⁾		01/31/2023	⁽¹⁵⁾	Common Stock	242,822	⁽¹⁶⁾	121,411	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		500,000 ⁽⁵⁾		01/31/2023	⁽¹⁵⁾	Common Stock	1,000,000	⁽¹⁷⁾	500,000	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		97,409 ⁽⁷⁾		01/31/2023	⁽¹⁵⁾	Common Stock	194,818	⁽¹⁶⁾	97,409	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		44,767 ⁽⁸⁾		01/31/2023	⁽¹⁵⁾	Common Stock	89,534	⁽¹⁶⁾	44,767	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		36,937 ⁽⁹⁾		01/31/2023	⁽¹⁵⁾	Common Stock	73,874	⁽¹⁶⁾	36,937	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		244,414 ⁽¹⁰⁾		01/31/2023	⁽¹⁵⁾	Common Stock	488,828	⁽¹⁶⁾	244,414	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		24,282 ⁽¹¹⁾		01/31/2023	⁽¹⁵⁾	Common Stock	48,564	⁽¹⁶⁾	24,282	D
Series A Preferred Stock	$ 5 ⁽¹⁴⁾	01/31/2023		A⁽¹⁾		12,141 ⁽¹³⁾		01/31/2023	⁽¹⁵⁾	Common Stock	24,282	⁽¹⁶⁾	12,141	D

Explanation of Responses:

1. Reflects securities acquried in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Acquisition Corp. ("Tailwind"), Compass Merger Sub, Inc., a wholly owned subsidiary of Tailwind ("Merger Sub"), and Nuburu, Inc. ("Nuburu"), pursuant to which, among other things, (i) Nuburu changed its name to "Nuburu Subsidiary, Inc."; (ii) Merger Sub merged with and into Nuburu, with Nuburu as the surviving company and continuing as a wholly owned subsidiary of Tailwind (the "Business Combination") and (iii) Tailwind changed its name to "Nuburu, Inc." (the "Issuer").

2. These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch.

3. Reflects shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") issued upon consummation of the Business Combination as a result of conversion of the outstanding principal amount and all accrued and unpaid interest on (the "Conversion Amount") certain convertible promissory notes issued by Nuburu (the "Company Notes") that, immediately prior to the consummation of the Business Combination, automatically converted into a number of shares of common stock, par value $0.0001 per share, of Nuburu ("Nuburu Common Stock") that would, upon consummation of the Business Combination pursuant to the Business Combination Agreement, receive a number of shares of Common Stock equal to (x) the Conversion Amount divided by (y) $8.50.

4. Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants").

5. These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

6. Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.

7. These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

8. These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

9. These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

10. These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

11. These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

12. These securities are owned directly by David & Jennifer Michael Family Ltd Partnership, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

13. These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

14. The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations").

15. The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.

16. Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock.

17. Reflects shares of Preferred Stock issued to Anzu Partners LLC upon exercise in full of a warrant issued by Nuburu to Anzu Partners (the "Anzu Partners Warrant"). The Anzu Partners Warrant had a strike price of $0.01 per share of Preferred Stock, became exercisable upon issuance and had an expiration date of December 31, 2024.

Remarks:

The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners LLC and share voting and dispositive power with respect to the securities held directly by Anzu Partners LLC. Mr. Seldin, Mr. Hirsch and Ms. Herman are managers of each of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (collectively, the "Anzu SPVs") and share voting and dispositive power with respect to the securities held directly by the Anzu SPVs. Mr. Hirsch is a director of the Issuer. Each of the Reporting Persons may be deemed a director by deputization of the Issuer.

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Debrah Herman, attorney-in-fact for each of the Reporting Persons	02/02/2023
	** 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.

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Form 4 Nuburu, Inc. For: Jan 31 Filed by: Anzu Nuburu III LLC

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