4//SEC Filing
Uppal Vikram S 4
Accession 0000899243-22-032635
CIK 0001674356other
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 4:05 PM ET
Size
11.0 KB
Accession
0000899243-22-032635
Insider Transaction Report
Form 4
Uppal Vikram S
DirectorSee Remarks
Transactions
- Award
Class B Common Stock
2022-10-01+27,079→ 27,079 total(indirect: See FN) - Other
Common Stock
2022-10-01−49,427.63→ 0 total(indirect: See FN) - Other
Class B Common Stock
2022-10-01+49,427.63→ 49,427.63 total(indirect: See FN)
Footnotes (5)
- [F1]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.
- [F2]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").
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
Terra Property Trust, Inc.
CIK 0001674356
Entity typeother
Related Parties
1- filerCIK 0001778259
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 4:05 PM ET
- Size
- 11.0 KB