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