FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/09/2016 |
3. Issuer Name and Ticker or Trading Symbol
Terrapin 3 Acquisition Corp [ TRTL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 1,373,971 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Common Stock Purchase Warrant | (2) | (3) | Class A Common Stock | 928,350 | (4) | I | See footnote(1) |
Explanation of Responses: |
1. The Reporting Person did not acquire additional shares of Common Stock since the filing of its Schedule 13G on February 16, 2016. The Reporting Person is filing this Form 3 solely due to the decrease in the number of shares of Common Stock outstanding after stockholders holding 11,336,888 shares of the Common Stock elected to have their shares redeemed. The ownership by the Reporting Person reflected in this Form 3 has been determined based on the 9,938,112 shares of Common Stock outstanding reflected in the Issuer's Form 10-Q filed on August 9, 2016. |
2. The Warrants are not currently exercisable. Each Warrant will become exercisable on the later of 30 days after the completion of the Issuer's "Business Combination" or 12 months from the closing of the "Public Offering", in each case as defined in the Issuer's Form 10-Q filed on August 9, 2016. |
3. The Warrants will expire five years after the completion of the Issuer's "Business Combination", as defined in the Issuer's Form 10-Q filed on August 9, 2016, or earlier upon redemption or liquidation. |
4. Each Warrant entitles the holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share. |
Daniela Pondeva | 08/22/2016 | |
** 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 5 (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. |