SEC Form 4/A · accession 0001144204-16-140776

Terrapin 3 Acquisition Corp · TRTL

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Guy Barudin

Officer — COO and CFO

Period of report

Dec 8, 2016

Accepted (ET)

Dec 21, 2016 · 8:25 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 A Common Stock^F1,F2	Dec 8, 2016	P	100	$9.9875	A	100	I	See footnote
Class F Common Stock^F3,F4	Dec 16, 2016	D	39,062	—	D	39,062	I	See footnote
Class A Common Stock^F5	Dec 16, 2016	D	900	—	D	0	D
Class A Common Stock^F1,F5,F2	Dec 16, 2016	D	100	—	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 Stock^F3,F7,F6	$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

F1This amendment is filed to include the purchase of Class A Common Stock by Mr. Barudin's wife and the disposition of those shares. These shares were omitted from Mr. Barudin's previous Form 4.
F2Represents shares of Class A Common Stock held by Mr. Barudin's wife. Mr. Barudin disclaims beneficial ownership over any securities owned by his wife in which he does not have any pecuniary interest.
F3Disposed 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.
F4Represents 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.
F5Disposed 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.
F6The 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.
F7Represents warrants held by Periscope, LLC.