0001104659-20-032712.txt : 20200312
0001104659-20-032712.hdr.sgml : 20200312
20200312213557
ACCESSION NUMBER: 0001104659-20-032712
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200302
FILED AS OF DATE: 20200312
DATE AS OF CHANGE: 20200312
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Terra Secured Income Fund 7, LLC
CENTRAL INDEX KEY: 0001677186
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-56117
FILM NUMBER: 20710530
BUSINESS ADDRESS:
STREET 1: 805 THIRD AVENUE, 8TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-753-5100
MAIL ADDRESS:
STREET 1: 805 THIRD AVENUE, 8TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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
3
1
tm2011783-3_3.xml
OWNERSHIP DOCUMENT
X0206
3
2020-03-02
0
0001674356
Terra Property Trust, Inc.
NONE
0001677186
Terra Secured Income Fund 7, LLC
550 FIFTH AVENUE, 6TH FLOOR
NEW YORK
NY
10036
0
0
1
0
Common Stock
2110102.10
I
By controlled subsidiary
Terra Property Trust, Inc. (the "Company"), Terra Secured Income Fund 7, LLC ("Terra Fund 7") and Terra Property Trust 2, Inc. ("TPT2"), a wholly-owned subsidiary of Terra Fund 7, entered into an Agreement and Plan of Merger, dated February 28, 2020 (the "Merger Agreement"), pursuant to which TPT2 merged with and into TPT, with TPT continuing as the surviving corporation. Pursuant to the Merger Agreement, on March 2, 2020, Terra Fund 7 received 2,110,102.10 shares of common stock of TPT as merger consideration, which it holds through a controlled subsidiary. Terra Fund 7 is managed indirectly by Terra Fund Advisors (continued in Footnote 2)
(Continuation of Footnote 1) Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. The members of the board of managers of Terra Fund Advisors are Bruce Batkin and Simon Milde. Terra Fund Advisors, Mr. Batkin and Mr. Milde may be deemed to beneficially own the shares of the Company's common stock that are owned by Terra Fund 7. However, none of Terra Fund Advisors, Mr. Batkin nor Mr. Milde has any ownership interest in these shares. Accordingly, each of Terra Fund Advisors, Mr. Batkin and Mr. Milde disclaims beneficial ownership of the shares of common stock of the Company owned by Terra Fund 7 except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for purposes of Section 16 or for any other purpose.
/s/ Gregory M. Pinkus, authorized signatory of Terra Fund Advisors, LLC, the sole member of Terra Fund Advisors 2, LLC, the manager of Terra Secured Income Fund 7, LLC
2020-03-12