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