SEC Form 4 · accession 0000921895-17-001921
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
Jul 12, 2017
Accepted (ET)
Jul 14, 2017 · 5:27 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 | Jul 12, 2017 | S | 500,000 | $0.2114 | D | 741,752 | I | By Cowen Investments LLC |
| Common StockF1,F2 | Jul 13, 2017 | S | 100,000 | $0.3078 | D | 641,752 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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.