SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Barudin Guy (Last) (First) (Middle) 1700 BROADWAY, 18TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Terrapin 3 Acquisition Corp [ TRTL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) COO and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 12/08/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/20/2016	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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
Class A Common Stock	12/08/2016		P		100(1)	A	$9.9875	100	I	See footnote(2)
Class F Common Stock	12/16/2016		D		39,062	D	(3)	39,062	I	See footnote(4)
Class A Common Stock	12/16/2016		D		900	D	(5)	0	D
Class A Common Stock	12/16/2016		D		100(1)	D	(5)	0	I	See footnote(2)

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
Warrant to purchase shares of Class A Common Stock	$5.75(6)	12/16/2016		D			12,572	01/15/2017	12/16/2021	Class A Common Stock(6)	6,286	(3)	180,844	I	See footnote(7)

Explanation of Responses:

1. This amendment is filed to include the purchase of Class A Common Stock by Mr. Barudin's wife and the disposition of those shares. These shares were omitted from Mr. Barudin's previous Form 4.

2. Represents shares of Class A Common Stock held by Mr. Barudin's wife. Mr. Barudin disclaims beneficial ownership over any securities owned by his wife in which he does not have any pecuniary interest.

3. Disposed of pursuant to the Forfeiture Agreement, dated as of December 16, 2016 by and among MIHI LLC, Apple Orange LLC, Noyac Path LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3 LLC, Terrapin Partners Green Employee Partnership, LLC, Jonathan Kagan, George Brokaw, Victor Mendelson, Terrapin 3 Acquisition Corporation (the "Issuer") and Yatra Online, Inc. ("Yatra"), through which the holders of Class F Common Stock forfeitted one-half of the shares of Class F Common Stock held by them.

4. Represents shares of Class F Common Stock held by Periscope, LLC. Guy Barudin is the sole member of Periscope, LLC. Mr. Barudin has sole voting and dispositive control over all securities held by Periscope, LLC. Excludes beneficial interest in 167,160 shares of Class F Common Stock allocated to Mr. Barudin and held by Terrapin Partners Employee Partnership 3, LLC.

5. Disposed of in exchange for ordinary shares, par value $0.0001, of Yatra ("Ordinary Shares"), on a one-for-one basis in connection with the consummation on December 16, 2016 of the merger (the "Merger") of the Issuer with T3 Merger Sub. Corp., a wholly-owned subsidiary of T3 Parent Corp., pursuant to that certain Amended and Restated Business Combination Agreement, dated as of September 28, 2016 (as may be amended, the "Business Combination Agreement"), by and among Yatra, T3 Parent Corp., T3 Merger Sub Corp., the Issuer, MIHI LLC (solely for the purposes set forth therein) and Shareholder Representative Services LLC, as amended.

6. The warrants, which were originally issued pursuant to a private placement in connection with the Issuer's initial public offering, to acquire shares of the Issuer's Class A Common Stock, were automatically converted in connection with the Merger into warrants to purchase Ordinary Shares. Each warrant is exercisable for one-half of one Ordinary Share at an exercise price of $5.75 per half share. Warrants may be exercised only for a whole number of shares.

7. Represents warrants held by Periscope, LLC.

	/s/ Guy Barudin	12/21/2016
	** Signature of Reporting Person	Date
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