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