SEC Form 4 · accession 0001144204-16-138655
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
Dec 8, 2016
Accepted (ET)
Dec 9, 2016 · 6:00 am EST
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 | Dec 8, 2016 | P | 550,500 | $9.85 | A | 557,500 | I | See footnote |
| Class A Common StockF4 | Dec 8, 2016 | P | 550,000 | $9.85 | A | 550,000 | I | See footnote |
| Class A Common StockF5 | Dec 8, 2016 | P | 327,000 | $9.85 | A | 327,000 | I | See footnote |
| Class A Common StockF6 | Dec 8, 2016 | P | 404,000 | $9.85 | A | 404,000 | I | See footnote |
| Class F Common StockF1,F2 | holding | — | — | — | 3,866,878 | I | See footnotes | |
| Class A Common Stock | holding | — | — | — | 3,000 | D |
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. 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.
- F4Represents shares of Class A common stock held by Argyle Investors LLC. The Leight Family 1998 Irrevocable Trust is the sole managing member of Argyle Investors LLC. Mr. Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein.
- F5Represents shares of Class A common stock held by Candlemaker Partners LLLP. Mr. Leight is the sole managing member of Candlemaker Management LLC, which is the general partner of Candlemaker Partners LLLP. Mr. Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein.
- F6Represents shares of Class A common stock held by Apple Orange LLC. Mr. Leight is the sole managing member of Apple Orange LLC. Mr. Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein.