[ ]
|
Rule 13d-1(b)
|
[ ]
|
Rule 13d-1(c)
|
[X]
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Rule 13d-1(d)
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CUSIP NO. 88024L100
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Page 2 of 10 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
5,926,821
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
5,926,821
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 88024L100
|
Page 3 of 10 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
5,926,821
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
5,926,821
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 88024L100
|
Page 4 of 10 Pages
|
Item 1(a).
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Name of Issuer:
|
Tempus Applied Solutions Holdings, Inc. (the "Issuer").
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
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133 Waller Mill Road
|
|
Williamsburg, Virginia 23185
|
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Item 2(a).
|
Name of Person Filing
|
This statement is being filed (1) by Louis M. Bacon ("Mr. Bacon"), a United States citizen, who controls Kendall Family Investments, LLC (“Kendall”), a Delaware limited liability company, and (2) by Kendall. This statement relates to Shares (as defined below) held by Kendall. Each of Mr. Bacon and Kendall, in the capacities set forth above, may be deemed to be the beneficial owner of Shares held by Kendall.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The principal business office of each of Mr. Bacon and Kendall is located at 11 Times Square, New York, New York 10036.
|
Item 2(c).
|
Citizenship:
|
i)
|
Mr. Bacon is a United States citizen; and
|
ii)
|
Kendall is a Delaware limited liability company.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.0001 per share (the "Shares").
|
|
Item 2(e).
|
CUSIP Number:
|
88024L100
|
CUSIP NO. 88024L100
|
Page 5 of 10 Pages
|
Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
This Item 3 is not applicable.
|
|
Item 4.
|
Ownership:
|
Item 4(a).
|
Amount Beneficially Owned:
|
As of December 31, 2015, each of Mr. Bacon and Kendall may be deemed to be the beneficial owner of 5,926,821 Shares held by Kendall. This number consists of (i) 1,887,508 Shares held by Kendall, and (ii) 4,039,313 Shares issuable upon the exercise of various warrants (collectively, the “Warrants”) held by Kendall.
|
|
Item 4(b).
|
Percent of Class:
|
As of December 31, 2015, assuming full exercise of the Warrants, Mr. Bacon and Kendall may be deemed to be the beneficial owner of 46.19% of the total number of Shares outstanding.
|
|
Item 4(c).
|
Number of shares as to which such person has:
|
Mr. Bacon
|
|||
(i)
|
Sole power to vote or direct the vote
|
5,926,821
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
5,926,821
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
Kendall
|
|||
(i)
|
Sole power to vote or direct the vote
|
5,926,821
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
5,926,821
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
CUSIP NO. 88024L100
|
Page 6 of 10 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
The members of Kendall have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Kendall in accordance with their respective ownership interests in Kendall.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
This Item 7 is not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
|
CUSIP NO. 88024L100
|
Page 7 of 10 Pages
|
Date: February 16, 2016
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
Date: February 16, 2016
|
KENDALL FAMILY INVESTMENTS, LLC
|
By: /s/ James E. Kaye
|
|
CUSIP NO. 88024L100
|
Page 8 of 10 Pages
|
A.
|
Joint Filing Agreement, dated as of February 16, 2016, by and between Louis M. Bacon and Kendall Family Investments, LLC
|
9
|
B.
|
Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca
|
10
|
CUSIP NO. 88024L100
|
Page 9 of 10 Pages
|
Date: February 16, 2016
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
Date: February 16, 2016
|
KENDALL FAMILY INVESTMENTS, LLC
|
By: /s/ James E. Kaye
|
|
CUSIP NO. 88024L100
|
Page 10 of 10 Pages
|