SEC Form 4 · accession 0001144204-16-140583
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 16, 2016
Accepted (ET)
Dec 20, 2016 · 9:22 pm 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 F Common StockF1,F2,F3 | Dec 16, 2016 | D | 1,193,244 | — | D | 1,238,244 | I | See footnotes |
| Class F Common StockF1,F3,F4 | Dec 16, 2016 | D | 689,664 | — | D | 689,665 | I | See footnotes |
| Class F Common StockF1,F3,F5 | Dec 16, 2016 | D | 28,031 | — | D | 28,030 | I | See footnotes |
| Class A Common StockF6 | Dec 16, 2016 | D | 3,000 | — | D | 0 | D | |
| Class A Common StockF6,F7 | Dec 16, 2016 | D | 550,500 | — | D | 0 | I | See footnote |
| Class A Common StockF6,F8 | Dec 16, 2016 | D | 550,000 | — | D | 0 | I | See footnote |
| Class A Common StockF6,F9 | Dec 16, 2016 | D | 327,000 | — | D | 0 | I | See footnote |
| Class A Common StockF6,F10 | Dec 16, 2016 | D | 404,000 | — | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to purchase shares of Class A Common StockF1,F12,F11 | $5.75 | Dec 16, 2016 | D | 568,570 | D | Jan 15, 2017 | Dec 16, 2021 | Class A Common Stock | 284,285 | 4,947,892 | I |
Explanation of responses
- F1Disposed of pursuant to the Forfeiture Agreement, dated as of December 16, 2016 by and among MIHI LLC, Apple Orange LLC, Noyac Path LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3 LLC, Terrapin Partners Green Employee Partnership, LLC, Jonathan Kagan, George Brokaw, Victor Mendelson, Terrapin 3 Acquisition Corporation (the "Issuer") and Yatra Online, Inc. ("Yatra"), through which the holders of Class F Common Stock forfeitted one-half of the shares of Class F Common Stock held by them.
- F10Represents 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.
- F11The warrants, which were originally issued pursuant to a private placement in connection with the Issuer's initial public offering, to acquire shares of the Issuer's Class A Common Stock, were automatically converted in connection with the Merger into warrants to purchase Ordinary Shares. Each warrant is exercisable for one-half of one Ordinary Share at an exercise price of $5.75 per half share. Warrants may be exercised only for a whole number of shares.
- F12Represents warrants held by Apple Orange LLC.
- F2Represents 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 Issuer and Apple Orange LLC. Nathan Leight is the sole managing member of Apple Orange LLC.
- F3Mr. 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.
- F4Represents 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 Issuer and Terrapin Partners Employee Partnership 3 LLC. Nathan Leight is the sole managing member of Terrapin Partners Employee Partnership 3 LLC.
- F5Represents 56,061 shares of Class F Common Stock held by Terrapin Partners Green Employee Partnership LLC. Nathan Leight, is the sole managing member of Terrapin Partners Green Employee Partnership LLC.
- F6Disposed of in exchange for ordinary shares, par value $0.0001, of Yatra ("Ordinary Shares") on a one-for-one basis in connection with the consummation on December 16, 2016 of the merger (the "Merger") of the Issuer with T3 Merger Sub. Corp., a wholly-owned subsidiary of T3 Parent Corp., pursuant to that certain Amended and Restated Business Combination Agreement, dated as of September 28, 2016 (as may be amended, the "Business Combination Agreement"), by and among Yatra, T3 Parent Corp., T3 Merger Sub Corp., the Issuer, MIHI LLC (solely for the purposes set forth therein) and Shareholder Representative Services LLC, as amended.
- F7These 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.
- F8Represents 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.
- F9Represents shares of Class A Common Stock held by Candlemaker Partners LLLP. Mr. Leight is the sole managing member of Candlemaker Partners 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.