SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Nisswa Acquisition Master Fund Ltd.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SVCS LIMITED
PO BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cullen Agricultural Holding Corp [ CAGZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $12 04/29/2010 S 33,148 (1) 10/21/2013 Common Stock 33,148 $0.0275 9,223,335 D
Warrants $12 04/29/2010 S 6,852 (1) 10/21/2013 Common Stock 6,852 $0.0275 1,906,560 I See Fn(2)
Warrants $12 04/29/2010 S 0 (1) 10/21/2013 Common Stock 0 $0 9,223,335 I See Fn(3)
1. Name and Address of Reporting Person*
Nisswa Acquisition Master Fund Ltd.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SVCS LIMITED
PO BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pine River Capital Management L.P.

(Last) (First) (Middle)
601 CARLSON PARKWAY
SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TAYLOR BRIAN

(Last) (First) (Middle)
C/O PINE RIVER CAPITAL MANAGEMENT
601 CARLSON PARKWAY, SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The warrants held by Nisswa Acquisition Master Fund Ltd. became reportable on October 22, 2009, the effective date of the merger among Triplecrown Acquisition Corp., Cullen Agricultural Holding Corp., CAT Merger Sub, Inc., Cullen Agriculutural Technologies, Inc. and Cullen Inc. Holdings Ltd.
2. These warrants are held in the accounts of private investment vehicles, other than Nisswa Acquisition Master Fund Ltd., over which Pine River Capital Management L.P., the investment manager (the "Investment Manager") and Brian Taylor, the managing member of Pine River Capital Management LLC ("PRCM LLC"), the general partner of the Investment Manager, have investment discretion by virtue of their respective positions as Investment Manager and managing member of PRCM LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3. These warrants may be deemed to be beneficially owned by the Investment Manager, and Brian Taylor, the managing member of PRCM LLC, the general partner of the Investment Manager. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed as an admission that such Reporting Person is the beneficial owner of the securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Nisswa Acquisition Master Fund Ltd., By: Pine River Capital Management L.P., Its Investment Manager, By: Pine River Capital Management LLC, Its General Partner, By: /s/ Brian Taylor 05/03/2010
Pine River Capital Management L.P., By: Pine River Capital Management LLC, Its General Partner, By: /s/ Brian Taylor, Managing Member 05/03/2010
/s/ Brian Taylor 05/03/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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