0000921895-16-003495.txt : 20160224
0000921895-16-003495.hdr.sgml : 20160224
20160224171812
ACCESSION NUMBER: 0000921895-16-003495
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160222
FILED AS OF DATE: 20160224
DATE AS OF CHANGE: 20160224
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tempus Applied Solutions Holdings, Inc.
CENTRAL INDEX KEY: 0001628871
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 472599251
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 555 5TH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-350-8200
MAIL ADDRESS:
STREET 1: 555 5TH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COWEN GROUP, INC.
CENTRAL INDEX KEY: 0001466538
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55534
FILM NUMBER: 161452939
BUSINESS ADDRESS:
STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-845-7900
MAIL ADDRESS:
STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: LexingtonPark Parent Corp
DATE OF NAME CHANGE: 20090617
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RCG LV Pearl LLC
CENTRAL INDEX KEY: 0001613404
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55534
FILM NUMBER: 161452940
BUSINESS ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-562-1000
MAIL ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cowen Investments LLC
CENTRAL INDEX KEY: 0001657385
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55534
FILM NUMBER: 161452941
BUSINESS ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-562-1194
MAIL ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COHEN PETER A
CENTRAL INDEX KEY: 0001042589
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55534
FILM NUMBER: 161452942
MAIL ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
form408339004_02242016.xml
OWNERSHIP DOCUMENT
X0306
4
2016-02-22
0
0001628871
Tempus Applied Solutions Holdings, Inc.
TMPS
0001042589
COHEN PETER A
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001657385
Cowen Investments LLC
599 LEXINGTON AVENUE
NEW YORK
NY
10022
0
0
1
0
0001613404
RCG LV Pearl LLC
599 LEXINGTON AVENUE
NEW YORK
NY
10022
0
0
1
0
0001466538
COWEN GROUP, INC.
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2016-02-22
4
J
0
534722
A
1190972
I
By Cowen Investments LLC
Common Stock
2016-02-22
4
J
0
106944
A
1297916
I
By Cowen Investments LLC
Series B-2 Warrant
2016-02-22
4
J
0
109375
0
D
2015-07-31
2016-10-31
Common Stock or Series A Convertible Preferred Stock
534722
0
I
By Cowen Investments LLC
Series B-3 Warrant
2016-02-22
4
J
0
21875
0
D
2015-08-14
2016-10-31
Common Stock or Series A Convertible Preferred Stock
106944
0
I
By Cowen Investments LLC
Warrant
11.5
2015-08-30
2017-12-13
Common Stock
1923537
1923537
I
By Cowen Investments LLC
Series A-2 Warrant
4.8
2015-07-31
2020-07-31
Common Stock or Series A Convertible Preferred Stock
328125
328125
I
By Cowen Investments LLC
Series A-3 Warrant
4.8
2015-08-14
2020-07-31
Common Stock or Series A Convertible Preferred Stock
65625
65625
I
By Cowen Investments LLC
This Form 4 is filed jointly by Cowen Investments LLC ("Cowen Investments"), RCG LV Pearl LLC ("RCG"), Cowen Group, Inc. ("Cowen Group") and Peter A. Cohen (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Represents securities owned directly by Cowen Investments. As the sole member of Cowen Investments, RCG may be deemed to beneficially own the securities owned directly by Cowen Investments. As the sole member of RCG, Cowen Group may be deemed to beneficially own the securities owned directly by Cowen Investments. As the Chairman and Chief Executive Officer of Cowen Group, Mr. Cohen may be deemed to beneficially own the securities owned directly by Cowen Investments.
On February 22, 2016, Cowen Investments exercised its (i) Series B-2 Warrants into 534,722 Shares, and (ii) Series B-3 Warrants into 106,944 Shares, pursuant to a formula contained in the respective warrant agreements that did not require the payment of any cash consideration or the withholding of warrant shares upon such exercise.
By: /s/ Peter A. Cohen
2016-02-24
Cowen Investments, LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel
2016-02-24
RCG LV Pearl LLC, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel
2016-02-24
Cowen Group, Inc., By: /s/ Owen S. Littman, General Counsel
2016-02-24