SEC Form 4 · accession 0001144204-16-140584

Terrapin 3 Acquisition Corp · TRTL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Guy Barudin

Officer — COO and CFO

Period of report

Dec 16, 2016

Accepted (ET)

Dec 20, 2016 · 9:35 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 Stock^F1,F2	Dec 16, 2016	D	39,062	—	D	39,062	I	See footnote
Class A Common Stock^F3	Dec 16, 2016	D	900	—	D	0	D

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 Stock^F1,F5,F4	$5.75	Dec 16, 2016	D	12,572	D	Jan 15, 2017	Dec 16, 2021	Class A Common Stock	6,286	180,844	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.
F2Represents shares of Class F Common Stock held by Periscope, LLC. Guy Barudin is the sole member of Periscope, LLC. Mr. Barudin has sole voting and dispositive control over all securities held by Periscope, LLC. Excludes beneficial interest in 167,160 shares of Class F Common Stock allocated to Mr. Barudin and held by Terrapin Partners Employee Partnership 3, LLC.
F3Disposed of in exchange for 900 ordinary shares, par value $0.0001, of Yatra ("Ordinary Shares"), 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.
F4The 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.
F5Represents warrants held by Periscope, LLC.