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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Terra Capital Partners, LLC (Last) (First) (Middle) C/O TERRA PROPERTY TRUST, INC. 205 WEST 28TH STREET, 12TH FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Terra Property Trust, Inc. [ NONE ]	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) 12/29/2023
	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
Class B Common Stock	12/29/2023		J(1)		14,912,990.19	D	$0(1)	4,574,470.35(2)	I	See FN(1)(2)(3)(4)(5)(6)
Class B Common Stock								27,079	D

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

1. Name and Address of Reporting Person* Terra Capital Partners, LLC (Last) (First) (Middle) C/O TERRA PROPERTY TRUST, INC. 205 WEST 28TH STREET, 12TH FLOOR (Street) NEW YORK NY 10001 (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* Terra REIT Advisors, LLC (Last) (First) (Middle) C/O TERRA PROPERTY TRUST, INC. 205 WEST 28TH STREET, 12TH FLOOR (Street) NEW YORK NY 10001 (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. On December 29, 2023 (the "Distribution Date"), Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), distributed on a pro rata basis the 14,912,990.19 shares of Class B Common Stock (the "Shares") of Terra Property Trust, Inc., a Maryland corporation (the "Issuer"), held directly by it to its members. Each member of Terra Fund 5 received 2,252.02 Shares for each unit of membership interest held by such member. Terra Fund 5 and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), previously owned their interests in the Shares indirectly through their ownership of interests in Terra JV, LLC, a Delaware limited liability company ("Terra JV"). Prior to the Distribution Date, Terra JV distributed the Shares held by it on a pro rata basis to its two members, Terra Fund 5 and Terra Fund 7, resulting in Terra Fund 5 and Terra Fund 7 owning Shares directly.

2. Includes (i) 2,457,684.59 Shares owned by Terra Income Fund International, a Cayman Islands exempt corporation ("TIFI"), and Terra Secured Income Fund 5 International, a Cayman Islands exempt corporation ("TIF5 International"), through Terra Offshore Funds REIT, LLC ("Terra Offshore REIT"), and (ii) 2,116,785.76 Shares owned by Terra Fund 7. Terra REIT Advisors, LLC, a Delaware limited liability company ("Terra REIT Advisors"), serves as manager to each of TIFI and TIF5 International, and also serves as adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners").

3. (Continued from Footnote 2) On March 2, 2020, the Issuer, Terra Fund 5, Terra JV and Terra REIT Advisors entered into the Amended and Restated Voting Agreement (the "Voting Agreement"), pursuant to which for the period that Terra REIT Advisors remains the external manager of the Issuer, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Issuer and, until Terra JV no longer holds at least 10% of the outstanding Shares, Terra Fund 5 and Terra Fund 7, through Terra JV, will have the right to nominate one individual to serve as a director of the Issuer, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020. Terra JV is managed by Terra Fund 5 and Terra Fund 7, its managing members. As of the Distribution, Terra JV no longer holds any Shares.

4. (Continued from Footnote 3) Terra Fund 5 is managed by Terra Fund Advisors, LLC, a Delaware limited liability company ("Terra Fund Advisors"), its managing member. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, which in turn is managed by Terra Fund Advisors. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. Vikram S. Uppal is the sole member of the board of managers of Terra Fund Advisors. Terra Capital Partners exercises sole voting and dispositive power over the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, and shares voting power over the Shares owned by Terra Fund 7. Terra Fund Advisors exercises sole dispositive power and shared voting power over the Shares owned by Terra Fund 7. As of the Distribution, Terra Fund 5 no longer holds any Shares and Terra Fund 7 holds 2,116,785.76 Shares.

5. (Continued from Footnote 4) Terra Capital Partners may be deemed to beneficially own the Shares that are owned by Terra Fund 7 and the Shares owned by TIFI and TIF5 International through Terra Offshore REIT. Terra Fund Advisors may be deemed to beneficially own the Shares that are owned by Terra Fund 7. However, neither Terra Capital Partners nor Terra Fund Advisors has any ownership interest in these Shares, other than Terra Capital Partners' ownership interest in the Shares previously reported as directly owned.

6. (Continued from Footnote 5) Accordingly, each of Terra Capital Partners and Terra Fund Advisors disclaims beneficial ownership of the Shares owned by Terra Fund 7 and the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for purposes of Section 16 or for any other purpose.

	/s/ Gregory M. Pinkus, authorized signatory of Terra Capital Partners, LLC	01/03/2024
	/s/ Gregory M. Pinkus, authorized signatory of Terra REIT Advisors, LLC	01/03/2024
	** Signature of Reporting Person	Date
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