0000899243-22-032635.txt : 20221004 0000899243-22-032635.hdr.sgml : 20221004 20221004160528 ACCESSION NUMBER: 0000899243-22-032635 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221001 FILED AS OF DATE: 20221004 DATE AS OF CHANGE: 20221004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Uppal Vikram S CENTRAL INDEX KEY: 0001778259 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40496 FILM NUMBER: 221291489 MAIL ADDRESS: STREET 1: C/O TERRA INCOME FUND 6, INC. STREET 2: 550 FIFTH AVENUE,6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Terra Property Trust, Inc. CENTRAL INDEX KEY: 0001674356 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-754-5100 MAIL ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-01 0 0001674356 Terra Property Trust, Inc. NONE 0001778259 Uppal Vikram S C/O TERRA PROPERTY TRUST, INC. 205 WEST 28TH STREET, 12TH FLOOR NEW YORK NY 10001 1 1 0 0 Chief Executive Officer Common Stock 2022-10-01 4 J 0 49427.63 D 0 I See FN Class B Common Stock 2022-10-01 4 J 0 49427.63 A 49427.63 I See FN Class B Common Stock 2022-10-01 4 A 0 27079 A 27079 I See FN On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. ("TPT") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among TPT, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC. Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT. Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock"). By Terra Secured Income Fund 5, LLC ("Terra Fund 5") through a controlled subsidiary. Lakshmi 15 LLC, a family limited liability company over which the reporting person exercises voting and investment control, holds 22 units of limited liability company interest of Terra Fund 5. The reporting person is the Chief Executive Officer and Chief Investment Officer of Terra Fund Advisors, LLC, the manager of Terra Fund 5. The reporting person disclaims beneficial ownership of the shares held by Terra Fund 5 except to the extent of his pecuniary interest therein. Pursuant to the terms and conditions of the Merger Agreement, on October 1, 2022, each outstanding share of Terra BDC common stock, par value $0.001 per share ("Terra BDC Common Stock"), was automatically cancelled and retired, and converted into the right to receive: (i) 0.595 shares of TPT Class B Common Stock; and (ii) cash, without interest, in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38. By Terra Capital Partners, LLC ("TCP"). The reporting person controls MAVIK Capital Management, LP ("MAVIK"), and MAVIK is the sole member of TCP. The reporting person disclaims beneficial ownership of the securities held by TCP except to the extent of his pecuniary interest therein. /s/ Vikram S. Uppal 2022-10-04