0001104659-20-001712.txt : 20200106 0001104659-20-001712.hdr.sgml : 20200106 20200106195546 ACCESSION NUMBER: 0001104659-20-001712 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200106 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Terra Capital Partners, LLC CENTRAL INDEX KEY: 0001639928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56117 FILM NUMBER: 20511775 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Terra REIT Advisors, LLC CENTRAL INDEX KEY: 0001798836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56117 FILM NUMBER: 20511776 BUSINESS ADDRESS: STREET 1: 550 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 753 5100 MAIL ADDRESS: STREET 1: 550 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 tm201262d10_3.xml FORM 3 X0206 3 2020-01-06 0 0001674356 Terra Property Trust, Inc. NONE 0001639928 Terra Capital Partners, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK NY 10036 1 0 0 0 0001798836 Terra REIT Advisors, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK NY 10036 1 0 0 0 Common Stock 212690.95 I See FN Pursuant to the terms of a Voting Agreement by and among Terra Property Trust, Inc. (the "Company"), Terra Secured Income Fund 5, LLC ("Terra Fund 5") and Terra REIT Advisors, LLC (the "Manager"), for so long as the Manager remains the external manager of the Company, the Manager will have the right to nominate two individuals to serve as directors on the Company's board of directors. The Manager is member-managed and the sole member of the Manager is Terra Capital Partners, LLC ("Terra Capital Partners"). The shares of common stock of the Company indicated on this form as being indirectly held by the reporting persons are held by Terra Fund 3 REIT, LLC ("Terra Fund 3 REIT"). Terra Fund 3 REIT is a subsidiary of Terra International Fund 3, L.P. (continued in Footnote 2). (Continuation of Footnote 1) The general partner of Terra International Fund 3, L.P. is Terra International Fund 3 GP LLC, which is a subsidiary of Terra Capital Partners. As such, Terra Capital Partners and the Manager may be deemed to beneficially own the shares of the Company's common stock that are held by Terra Fund 3 REIT. However, neither Terra Capital Partners nor the Manager has any ownership interest in these shares. Accordingly, each of Terra Capital Partners and the Manager disclaims beneficial ownership of the shares of common stock held by Terra Fund 3 REIT except to the extent of their pecuniary interest therein. /s/ Gregory M. Pinkus, authorized signatory of Terra Capital Partners, LLC 2020-01-06 /s/ Gregory M. Pinkus, authorized signatory of Terra REIT Advisors, LLC 2020-01-06