1 |
NAME OF REPORTING PERSON
AQR Capital Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
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6 |
SHARED VOTING POWER
2,500,000
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7 |
SOLE DISPOSITIVE POWER
|
||
8 |
SHARED DISPOSITIVE POWER
2,500,000
|
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.33%
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12 |
TYPE OF REPORTING PERSON
IA
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1 |
NAME OF REPORTING PERSON
AQR Capital Management Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
|
6 |
SHARED VOTING POWER
2,500,000
|
||
7 |
SOLE DISPOSITIVE POWER
|
||
8 |
SHARED DISPOSITIVE POWER
2,500,000
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
|
||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.33%
|
||
12 |
TYPE OF REPORTING PERSON
HC
|
1 |
NAME OF REPORTING PERSON
CNH Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
|
6 |
SHARED VOTING POWER
2,500,000
|
||
7 |
SOLE DISPOSITIVE POWER
|
||
8 |
SHARED DISPOSITIVE POWER
2,500,000
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
|
||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.33%
|
||
12 |
TYPE OF REPORTING PERSON
IA
|
1 |
NAME OF REPORTING PERSON
AQR Absolute Return Master Account, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
|
6 |
SHARED VOTING POWER
2,000,000
|
||
7 |
SOLE DISPOSITIVE POWER
|
||
8 |
SHARED DISPOSITIVE POWER
2,000,000
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
|
||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.67%
|
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12 |
TYPE OF REPORTING PERSON
PN
|
1 |
NAME OF REPORTING PERSON
AQR Principal Global Asset Allocation, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
|
6 |
SHARED VOTING POWER
2,000,000
|
||
7 |
SOLE DISPOSITIVE POWER
|
||
8 |
SHARED DISPOSITIVE POWER
2,000,000
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
|
||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.67%
|
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12 |
TYPE OF REPORTING PERSON
HC
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ITEM 1(a). |
NAME OF ISSUER:
Trinity Merger Corp.
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ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
55 Merchant Street, Suite 1500
Honolulu, HI 96813 |
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ITEM 2(a). |
NAME OF PERSON FILING:
(1) AQR Capital Management, LLC
(2) AQR Capital Management Holdings, LLC (3) CNH Partners, LLC (4) AQR Absolute Return Master Account, L.P. (5) AQR Principal Global Asset Allocation, LLC AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. CNH Partners, LLC is deemed to be controlled by AQR Capital Management, LLC. AQR Capital Management, LLC, and CNH Partners, LLC act as investment manager to AQR Absolute Return Master Account, L.P. AQR Principal Global Asset Allocation, LLC is the general partner of AQR Absolute Return Master Account, L.P. |
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ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
(1) TWO GREENWICH PLAZA GREENWICH, CT 06830
(2) TWO GREENWICH PLAZA GREENWICH, CT 06830 (3) TWO GREENWICH PLAZA GREENWICH, CT 06830 (4) TWO GREENWICH PLAZA GREENWICH, CT 06830 (5) TWO GREENWICH PLAZA GREENWICH, CT 06830 |
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ITEM 2(c). |
CITIZENSHIP:
(1) Delaware, USA
(2) Delaware, USA (3) Delaware, USA (4) Cayman Islands (5) Delaware, USA |
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ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Class A Common Stock
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ITEM 2(e). |
CUSIP NUMBER:
89653L205
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ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
(e)
[ ] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
(g)
[ ] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
ITEM 4. | OWNERSHIP | |
(a) Amount beneficially owned: | ||
2,500,000* *2,500,000 Units representing 2,500,000 Class A common stock |
||
(b) Percent of class: | ||
8.33% | ||
(c) Number of shares as to which the person has: | ||
(i) sole power to vote or to direct the vote: | ||
0 | ||
(ii) shared power to vote or to direct the vote: | ||
AQR Capital Management, LLC - 2,500,000 AQR Capital Management Holdings, LLC - 2,500,000 CNH Partners, LLC - 2,500,000 AQR Absolute Return Master Account, L.P. - 2,000,000 AQR Principal Global Asset Allocation, LLC - 2,000,000 |
||
(iii) sole power to dispose or direct the disposition of: | ||
0 | ||
(iv) shared power to dispose or to direct the disposition of: | ||
AQR Capital Management, LLC - 2,500,000 AQR Capital Management Holdings, LLC - 2,500,000 CNH Partners, LLC - 2,500,000 AQR Absolute Return Master Account, L.P. - 2,000,000 AQR Principal Global Asset Allocation, LLC - 2,000,000 |
||
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
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ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
This Item [6] is not applicable.
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ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 2(a) above.
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ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item [8] is not applicable.
|
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ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
This Item [9] is not applicable.
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ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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May 25 2018 |
AQR Capital Management, LLC
By:
/s/ Bethany Oleynick
Name:
Bethany Oleynick
Title:
Authorized Signatory
|
May 25 2018 |
AQR Capital Management Holdings, LLC
By:
/s/ Bethany Oleynick
Name:
Bethany Oleynick
Title:
Authorized Signatory
|
May 25 2018 |
CNH Partners, LLC
By:
/s/ Bethany Oleynick
Name:
Bethany Oleynick
Title:
Authorized Signatory
|
May 25 2018 |
AQR Absolute Return Master Account, L.P.
By:
/s/ AQR Principal Global Asset Allocation, LLC, its General Partner
/s/ Bethany Oleynick
Name:
Bethany Oleynick
Title:
Authorized Signatory
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May 25 2018 |
AQR Principal Global Asset Allocation, LLC
By:
/s/ Bethany Oleynick
Name:
Bethany Oleynick
Title:
Authorized Signatory
|