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Form 4 Terra Property Trust, For: Oct 01 Filed by: Terra Capital Partners, LLC

October 4, 2022 9:17 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Terra Capital Partners, LLC

(Last) (First) (Middle)
C/O TERRA PROPERTY TRUST, INC.
205 WEST 28TH STREET, 12TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Terra Property Trust, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2022   J (1) (2)   19,487,460.54 D (1) (2) 0 I See FN (3) (4) (5) (6) (7)
Class B Common Stock 10/01/2022   J (1) (2)   19,487,460.54 A (1) (2) 19,487,460.50 I See FN (3) (4) (5) (6) (7)
Class B Common Stock 10/01/2022   J (1) (8)   27,079 A (1) (8) 27,079 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.
2. Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock" and each a "Share").
3. Includes (i) 2,457,684.59 Shares owned by Terra Income Fund International, a Cayman Islands exempt corporation ("TIFI"), and Terra Secured Income Fund 5 International, a Cayman Islands exempt corporation ("TIF5 International"), through Terra Offshore Funds REIT, LLC ("Terra Offshore REIT"), and (ii) 17,029,775.95 Shares owned by Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), through a controlled subsidiary (the "Controlled Subsidiary"). Terra REIT Advisors serves as manager to each of TIFI and TIF5 International, and also serves as adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners").
4. (Continued from Footnote 3) On March 2, 2020, the Issuer, Terra Fund 5, the Controlled Subsidiary and Terra REIT Advisors entered into the Amended and Restated Voting Agreement (the "Voting Agreement"), pursuant to which for the period that Terra REIT Advisors remains the external manager of the Issuer, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Issuer and, until the Controlled Subsidiary no longer holds at least 10% of the outstanding Shares, Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, will have the right to nominate one individual to serve as a director of the Issuer, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020. The Controlled Subsidiary is managed by Terra Fund 5 and Terra Fund 7, its managing members.
5. (Continued from Footnote 4) Terra Fund 5 is managed by Terra Fund Advisors, LLC, a Delaware limited liability company ("Terra Fund Advisors"), its managing member. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, which in turn is managed by Terra Fund Advisors. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. The members of the board of managers of Terra Fund Advisors are Bruce Batkin and Simon Milde. Terra Capital Partners exercises sole voting and dispositive power over the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, and shares voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. Terra Fund Advisors exercises sole dispositive power and shared voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary.
6. (Continued from Footnote 5) Terra Capital Partners may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, and the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT. Terra Fund Advisors may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. However, neither Terra Capital Partners nor Terra Fund Advisors has any ownership interest in these Shares, other than Terra Capital Partners' ownership interest in the Shares reported herein as directly owned.
7. (Continued from Footnote 6) Accordingly, each of Terra Capital Partners and Terra Fund Advisors disclaims beneficial ownership of the Shares owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, and the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for purposes of Section 16 or for any other purpose.
8. Pursuant to the terms and conditions of the Merger Agreement, on October 1, 2022, each outstanding share of Terra BDC common stock, par value $0.001 per share, was automatically cancelled and retired, and converted into the right to receive: (i) 0.595 shares of TPT Class B Common Stock; and (ii) cash, without interest, in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38.
/s/ Gregory M. Pinkus, authorized signatory of Terra Capital Partners, LLC 10/04/2022
** Signature of Reporting Person Date
/s/ Gregory M. Pinkus, authorized signatory of Terra REIT Advisors, LLC 10/04/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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