X0206 3 2015-10-28 0 0001628871 Tempus Applied Solutions Holdings, Inc. TMPS 0001051290 BACON LOUIS M 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 0001635979 Kendall Family Investments, LLC 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Common Stock 1887508 I See footnotes Warrants (Right to Buy) 11.50 Common Stock 3114305 I See footnotes Series A-2 Warrants (Right to Buy) 4.80 Common Stock 578130 I See footnotes Series B-2 Warrants (Right to Buy) 5.00 Common Stock 192710 I See footnotes Series A-3 Warrants (Right to Buy) 4.80 Common Stock 115626 I See footnotes Series B-3 Warrants (Right to Buy) 5.00 Common Stock 38542 I See footnotes This Form 3 is being filed (a) by Louis M. Bacon ("Mr. Bacon") who controls Kendall Family Investments, LLC ("Kendall"), and (b) by Kendall. This Form 3 relates to shares of common stock and warrants (the "Securities") of Tempus Applied Solutions Holdings, Inc. (the "Issuer") indirectly held by Kendall. As the control person of Kendall, Mr. Bacon may be deemed to be the beneficial owner of the Securities beneficially owned by Kendall. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Each warrant entitles the Reporting Persons to purchase one share of the Issuer's common stock. The warrants were exercisable 30 days after the consummation of the business combination of Chart Acquisition Corp. and Tempus Applied Solutions, LLC under a new holding company, the Issuer, that took place on July 31, 2015 (the "Business Combination"), and expire five years after the date of the consummation of the Business Combination. Each Series A-2 Warrant entitles the Reporting Persons to purchase one share of the Issuer's common stock, was exercisable immediately upon issuance and expires on July 31, 2020. Each Series B-2 Warrant entitles the Reporting Persons to purchase one share of the Issuer's common stock, was exercisable immediately upon issuance on July 31, 2015 and expires 15 months after issuance. Each Series A-3 Warrant entitles the Reporting Persons to purchase one share of the Issuer's common stock, was exercisable immediately upon issuance and expires on July 31, 2020. Each Series B-3 Warrant entitles the Reporting Persons to purchase one share of the Issuer's common stock, was exercisable immediately upon issuance and expires on October 31, 2016. /s/ James E. Kaye, Attorney-in-Fact of Louis M. Bacon 2015-10-28 /s/ James E. Kaye, Vice President, Kendall Family Investments, LLC 2015-10-28