SEC Form 4 · accession 0000921895-16-003495

Tempus Applied Solutions Holdings, Inc. · TMPS

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

Reporting owners

Director · 10% Owner

10% Owner

10% Owner

10% Owner

Period of report

Feb 22, 2016

Accepted (ET)

Feb 24, 2016 · 5:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001628871

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F3,F2	Feb 22, 2016	J	534,722	—	A	1,190,972	I	By Cowen Investments LLC
Common Stock^F1,F3,F2	Feb 22, 2016	J	106,944	—	A	1,297,916	I	By Cowen Investments LLC

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B-2 Warrant^F1,F2,F3	—	Feb 22, 2016	J	109,375	D	Jul 31, 2015	Oct 31, 2016	Common Stock or Series A Convertible Preferred Stock	534,722	0	I
Series B-3 Warrant^F1,F2,F3	—	Feb 22, 2016	J	21,875	D	Aug 14, 2015	Oct 31, 2016	Common Stock or Series A Convertible Preferred Stock	106,944	0	I
Warrant^F1,F2	$11.50	holding	—	—	—	Aug 30, 2015	Dec 13, 2017	Common Stock	1,923,537	1,923,537	I
Series A-2 Warrant^F1,F2	$4.80	holding	—	—	—	Jul 31, 2015	Jul 31, 2020	Common Stock or Series A Convertible Preferred Stock	328,125	328,125	I
Series A-3 Warrant^F1,F2	$4.80	holding	—	—	—	Aug 14, 2015	Jul 31, 2020	Common Stock or Series A Convertible Preferred Stock	65,625	65,625	I

F1This Form 4 is filed jointly by Cowen Investments LLC ("Cowen Investments"), RCG LV Pearl LLC ("RCG"), Cowen Group, Inc. ("Cowen Group") and Peter A. Cohen (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2Represents securities owned directly by Cowen Investments. As the sole member of Cowen Investments, RCG may be deemed to beneficially own the securities owned directly by Cowen Investments. As the sole member of RCG, Cowen Group may be deemed to beneficially own the securities owned directly by Cowen Investments. As the Chairman and Chief Executive Officer of Cowen Group, Mr. Cohen may be deemed to beneficially own the securities owned directly by Cowen Investments.
F3On February 22, 2016, Cowen Investments exercised its (i) Series B-2 Warrants into 534,722 Shares, and (ii) Series B-3 Warrants into 106,944 Shares, pursuant to a formula contained in the respective warrant agreements that did not require the payment of any cash consideration or the withholding of warrant shares upon such exercise.