SEC Form 4 · accession 0001144204-16-128399
Terrapin 3 Acquisition Corp · TRTL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nathan Leight
Director · 10% Owner
Period of report
Oct 14, 2016
Accepted (ET)
Oct 17, 2016 · 8:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001608298
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF3 | Oct 14, 2016 | P | 2,000 | $9.9737 | A | 7,000 | I | See footnote |
| Class F Common StockF1,F2 | holding | — | — | — | 3,866,878 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents (i) 2,431,488 shares of Class F common stock held by Apple Orange LLC, acquired pursuant to a certain Securities Subscription Agreement, dated as of December 31, 2013 by and between the Company and Apple Orange LLC; (ii) 1,379,329 shares of Class F common stock held by Terrapin Partners Employee Partnership 3 LLC, acquired pursuant to a certain Securities Subscription Agreement, dated as of December 31, 2013 by and between the Company and Terrapin Partners Employee Partnership 3 LLC; and (iii) 56,061 shares of Class F common stock held by Terrapin Partners Green Employee Partnership LLC. Nathan Leight, the Chairman of the Company, is the sole managing member of Apple Orange LLC, Terrapin Partners Employee Partnership 3 LLC and Terrapin Partners Green Employee Partnership LLC.
- F2Mr. Leight may be deemed the beneficial owner of the securities held by Apple Orange LLC, Terrapin Partners Employee Partnership 3 LLC and Terrapin Partners Green Employee Partnership LLC and has sole voting and dispositive control over such securities. Includes an aggregate of 429,257 shares held by such entities that are subject to forfeiture to the extent that the underwriter's overallotment option in the Company's initial public offering is not fully exercised. Mr. Leight disclaims beneficial ownership over any securities owned by Apple Orange LLC, Terrapin Partners Employee Partnership 3 LLC and Terrapin Partners Green Employee Partnership LLC in which he does not have any pecuniary interest.
- F3These shares are held in the Leight Family 1998 Irrevocable Trust for the benefit of Mr. Leight's children. Mr. Leight's spouse is trustee of the trust. Mr. Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein.