UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| Tempus Applied Solutions Holdings, Inc. | ||
| (Name of Issuer) | ||
| COMMON STOCK, PAR VALUE $0.0001 | ||
| (Title of Class of Securities) | ||
| 88024L 100 | ||
| (CUSIP Number) | ||
| December 31, 2015 | ||
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88024L 100
| ||
| 1. | Names of Reporting Persons
Joseph R. Wright | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United States | |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 569,276 (1) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 569,276 (1) | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 569,276 (1) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. | 6 | Percent of Class Represented by Amount in Row (9) 6.24% |
| 12. | Type of Reporting Person (See Instructions) IN |
| (1) Consists of (i) 287,492 shares of common stock, (ii) 183,188 shares of common stock underlying IPO Warrants, (iii) 31,245 shares of common stock underlying Series A-2 Warrants, (iv) 6,249 shares of common stock underlying Series A-3 Warrants, (v) 50,918 shares of common stock underlying Series B-2 Warrants, and (vi) 10,184 shares of common stock underlying Series B-3 Warrants. The number of shares of common stock underlying the Series B Warrants was calculated using the “Alternate Cashless Exercise” provision as described herein. |
| Item 1(a). | Name of Issuer |
| Tempus Applied Solutions Holdings, Inc. (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
133 Waller Mill Road Williamsburg, VA 23185 | |
| Item 2(a). | Names of Persons Filing |
| Joseph R. Wright |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| The address of the principal business and principal office of the reporting person is c/o The Chart Group, L.P., 555 5th Avenue 19th Floor, New York, NY. | |
| Item 2(c). | Citizenship |
| Joseph R. Wright is a citizen of the United States. | |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.0001 par value per share. | |
| Item 2(e). | CUSIP Number |
| 88024L 100 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ☐ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ☐ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ☐ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ☐ | (d) Investment company registered under Section 8 of the Investment Company Act. | |
| ☐ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ☐ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | |
| ☐ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| ☐ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| ☐ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
| Item 4. | Ownership
The responses to Items 5-11 of the cover page of this Schedule 13G are incorporated herein by reference.
The reporting person beneficially owns an aggregate of 569,276 shares of the Issuer’s common stock, representing 6.24% of the total common stock issued and outstanding. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The calculation of the total number of outstanding shares of the Issuer’s common stock includes all of the shares of common stock underlying outstanding IPO Warrants, Series A-2 Warrants, Series A-3 Warrants, Series B-2 Warrants and Series B-3 Warrants that the reporting person (and only the reporting person) holds. All of the foregoing warrants are currently exercisable. The number of shares of common stock underlying the Series B Warrants was calculated using the “Alternate Cashless Exercise” provision set forth in section 1(d)(ii) of the Series B Warrants. The “Alternate Cashless Exercise” feature of the Series B Warrants is available to holders of Series B Warrants, including the reporting person, because, as of the filing date of this Schedule 13G, the volume weighted average price (“VWAP”) of the common stock on the immediately preceding trading day was not greater than $4.00. The number of shares of common stock issuable upon an “Alternate Cashless Exercise” varies based on the applicable VWAP and is calculated pursuant to the “Alternate Cashless Exercise” provision set forth in section 1(d)(ii) of the Series B Warrants. The calculation reflected herein assumes the maximum number of shares issuable upon an “Alternate Cashless Exercise.” |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| Not Applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: February 12, 2016
| /s/ Joseph R. Wright | |
| Joseph R. Wright |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)