SEC Form 4 · accession 0000921895-17-001868
Tempus Applied Solutions Holdings, Inc. · TMPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter A Cohen
10% Owner
COWEN INC.
10% Owner
RCG LV Pearl LLC
10% Owner
Cowen Investments LLC
10% Owner
Period of report
Jun 29, 2017
Accepted (ET)
Jun 30, 2017 · 4:05 pm EDT
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 StockF1,F2 | Jun 29, 2017 | X | 328,125 | $0.08 | A | 1,626,041 | I | By Cowen Investments LLC |
| Common StockF1,F2 | Jun 29, 2017 | X | 65,625 | $0.08 | A | 1,691,666 | I | By Cowen Investments LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-2 WarrantF1,F2 | $0.08 | Jun 29, 2017 | X | 328,125 | D | Jul 31, 2015 | Jul 31, 2020 | Common Stock or Series A Convertible Preferred Stock | 328,125 | 0 | I |
| Series A-3 WarrantF1,F2 | $0.08 | Jun 29, 2017 | X | 65,625 | D | Aug 14, 2015 | Jul 31, 2020 | Common Stock or Series A Convertible Preferred Stock | 65,625 | 0 | I |
| WarrantF1,F2 | $11.50 | holding | — | — | — | Aug 30, 2015 | Dec 13, 2017 | Common Stock | 1,923,537 | 1,923,537 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Cowen Investments LLC ("Cowen Investments"), RCG LV Pearl LLC ("RCG"), Cowen Inc. ("Cowen Inc.") 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 Inc. may be deemed to beneficially own the securities owned directly by Cowen Investments. As the Chairman and Chief Executive Officer of Cowen Inc., Mr. Cohen may be deemed to beneficially own the securities owned directly by Cowen Investments.