Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)*
Terra Property Trust, Inc.
(Name of Issuer)
Class B Common Stock, $0.01 par value per share
(Title of Class of Securities)
N/A
(CUSIP Number)
Vikram S. Uppal
205 West 28th Street, 12th Floor
New York, New York 10001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. N/A
| 1 |
NAME OF REPORTING PERSON
Terra Capital Partners, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
2,484,763.59 |
| 8 |
SHARED VOTING POWER
2,116,785.76 | |
| 9 |
SOLE DISPOSITIVE POWER
2,484,763.59 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,601,549.35 (1) | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.91%(2) | |
| 14 |
TYPE OF REPORTING PERSON
CO | |
CUSIP NO. N/A
| 1 |
NAME OF REPORTING PERSON
Terra Fund Advisors, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,116,785.76 | |
| 9 |
SOLE DISPOSITIVE POWER
2,116,785.76 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,785.76(3) | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.70%(2) | |
| 14 |
TYPE OF REPORTING PERSON
IA | |
(1) The 4,601,549.35 aggregate shares of Class B Common Stock, $0.01 par value per share (each a “Share”), of Terra Property Trust, Inc., a Maryland corporation (the “Issuer”), beneficially owned 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, a Delaware limited liability company (“Terra Offshore REIT”), (ii) 2,116,785.76 Shares owned by Terra Secured Income Fund 7, LLC, a Delaware limited liability company (“Terra Fund 7”), and (iii) 27,079 Shares issued to Terra Capital Partners, LLC, a Delaware limited liability company (“Terra Capital Partners”), in connection with the completion of the merger of Terra Income Fund 6, Inc. with and into Terra Income Fund 6, LLC (formerly “Terra Merger Sub, LLC”), a wholly owned subsidiary of the Issuer. 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 manager to Terra Offshore REIT. Terra REIT Advisors is managed by, and is a wholly-owned subsidiary of, Terra Capital Partners.
(2) The percentage is based upon 24,335,779 Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.
(3) Represents the 2,116,785.76 Shares owned by Terra Fund 7. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, LLC, a Delaware limited liability company (“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. Mr. Vikram Uppal is the sole member of the board of managers of Terra Fund Advisors.
This Amendment No. 4 (“Amendment No. 4”) supplements and amends the Schedule 13D filed on March 16, 2020, as amended by Amendment No. 1 filed on October 12, 2022 (“Amendment No. 1”), Amendment No. 2 filed on June 28, 2023 and Amendment No. 3 filed on August 10, 2023, by the Reporting Persons (as so amended, the “Schedule 13D”). Each item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. The Schedule 13D, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Responses to each item of this Schedule 13D are incorporated by reference into the responses to each other item, as applicable.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is filed by Terra Capital Partners, LLC, a Delaware limited liability company (“Terra Capital Partners”) and Terra Fund Advisors, LLC, a Delaware limited liability company (“Terra Fund Advisors”) (the foregoing collectively, the “Reporting Persons”), and is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), pursuant to the Statement Appointing Designated Filer included as Exhibit 2 hereto.
(b) The principal business address of each of the Reporting Persons is 205 West 28th Street, 12th Floor, New York, New York 10001.
(c) The principal business of each of Terra Capital Partners and Terra Fund Advisors is to engage in any lawful business, purpose or activity that may be undertaken by a limited liability company organized under and governed by the Delaware Limited Liability Company Act.
Terra REIT Advisors, LLC, a Delaware limited liability company (“Terra REIT Advisors”), the external manager of the Issuer, serves as manager to each of Terra Income Fund International, a Cayman Islands exempt corporation (“TIFI”), and Terra Secured Income Fund 5 International, a Cayman Islands exempt corporation (“TIF5 International”), and also serves as adviser to Terra Offshore Funds REIT, LLC, a Delaware limited liability company (“Terra Offshore REIT”). Terra REIT Advisors is member managed, and is a wholly-owned subsidiary of Terra Capital Partners. Terra Fund Advisors manages a wholly-owned subsidiary that is the manager of Terra Secured Income Fund 7, LLC, a Delaware limited liability company (“Terra Fund 7”). Terra Fund 7 owns its Shares directly. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. Mr. Vikram 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 the Shares issued to it in connection with the Merger (as defined in Amendment No. 1) in exchange for its shares of Terra BDC Common Stock (as defined in Amendment No. 1) (the “Merger Shares”), 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. 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 27,079 Merger Shares issued to it in connection with the Merger. 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 of the Act or for any other purpose.
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or formal order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons is a Delaware limited liability company.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
On December 29, 2023 (the “Distribution Date”), Terra Fund 5 distributed 14,912,990.19 Shares to its members. Each member of Terra Fund 5 received 2,252.02 Shares for each unit of membership interest in Terra Fund 5 held by such member. Because Terra Fund 5 owned its interests in the Shares indirectly through its ownership of interests in Terra JV, LLC, a Delaware limited liability company (“Terra JV”), prior to the Distribution Date, Terra JV first distributed the Shares to Terra Fund 5, and Terra Fund 5 then distributed those Shares to its members on the Distribution Date.
Also on the Distribution Date, Terra JV distributed 2,116,785.76 Shares to Terra Fund 7.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety as follows:
| (a) | Terra Fund Advisors, as the sole member of the managing member of Terra Fund 7, may be deemed to beneficially own the 2,116,785.76 Shares owned by Terra Fund 7, or approximately 8.70% of the outstanding Shares. |
Terra Capital Partners may be deemed to beneficially own 4,601,549.35 Shares in aggregate, consisting of (1) the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT, (2) the Shares owned by Terra Fund 7, and (3) the Merger Shares owned by Terra Capital Partners, or 18.91% of the outstanding Shares.
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 Merger Shares. 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 of the Act or for any other purpose.
Except as otherwise disclosed in this Schedule 13D, none of the Reporting Persons beneficially owns any Shares or has the right to acquire any Shares.
Because of the relationships described above, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, as amended, and as such, each member of the group could be deemed to beneficially own, in the aggregate, all of the Shares held by members of the group. The Reporting Persons do not admit that they constitute a group within the meaning of Rule 13d-5.
| (b) | Regarding the number of Shares that the Reporting Persons have the sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or direct the disposition, see the cover pages to this Schedule 13D. |
| (c) | Not applicable. |
| (d) | Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by them. |
| (e) | Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 3, 2024
| Terra Capital Partners, LLC | ||
| By: | /s/ Vikram Uppal | |
| Name: Vikram Uppal | ||
| Title: Authorized Signatory | ||