Sec Form 13G Filing - Trine Sponsor IH LLC filing for Desktop Metal Inc. (DM) - 2020-02-13

TRINE ACQUISITION CORP.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89628U108

(CUSIP Number)

December 31, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

ITEM 1.

(a)

Name of Issuer:

Trine Acquisition Corp.

(b)

Address of Issuer’s Principal Executive Offices:

405 Lexington Avenue, 48th Floor

New York, New York 10174

ITEM 2.

(a)

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1.          Trine Sponsor IH, LLC (“Trine Sponsor”)

2.          Robin Trine Holdings, LLC (“RTH”)

3.          HPS Investment Partners, LLC (“HPS”)

4.          Leo Hindery, Jr. (“Mr. Hindery”)

(b)

Address of Principal Business Office, or if none, Residence:

The principal business address of Trine Sponsor, Mr. Hindery and RTH is as follows:

405 Lexington Avenue, 48th Floor

New York, New York 10174

The principal business address of HPS is as follows:

40 West 57th Street, 33rd Floor

New York, NY 10019

(c)

Citizenship:

See row 4 of the cover page of each Reporting Person.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

(e)

CUSIP Number:

89628U108

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

(a)

[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

(b)

[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)

[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f)

[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)

[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

ITEM 4.

OWNERSHIP.

Trine Sponsor directly owns 7,403,750 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of the Issuer, which are convertible into the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”). Such shares may be deemed to be indirectly beneficially owned by RTH and HPS, which are members of Trine Sponsor, and Leo Hindery, Jr., who is the managing member of RTH. As a result of these relationships, each of RTH, HPS and Mr. Hindery may be deemed to have shared beneficial ownership of the securities held directly by Trine Sponsor. Each of Trine Sponsor, RTH, HPS and Mr. Hindery disclaims beneficial ownership of such securities except to the extent of their direct ownership.

Percentage ownership is based on 30,015,000 shares of Class A Common Stock and 7,503,750 shares

of Class B Common Stock outstanding as of November 8, 2019, as reported by the Issuer in its quarterly report on Form 10-Q for the period ended September 30, 2019, and assumes conversion of all Class B Common Stock into Class A Common Stock.

(a)

Amount beneficially owned:

See row 9 of the cover page of each Reporting Person.

(b)

Percent of class:

See row 11 of the cover page of each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of the cover page of each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See row 6 of the cover page of each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of the cover page of each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of the cover page of each Reporting Person

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.

TRINE SPONSOR IH, LLC

Robin Trine Holdings, LLC, its managing member

By:

/s/ Leo Hindery, Jr.

Name: Leo Hindery, Jr.

Title:   Managing Member

ROBIN TRINE HOLDINGS, LLC

By:

/s/ Leo Hindery, Jr.

Name: Leo Hindery, Jr.

Title:   Managing Member

HPS INVESTMENT PARTNERS, LLC

By:

/s/ Paul Knollmeyer

Name: Paul Knollmeyer

Title:   Chief Financial Officer

Leo Hindery, Jr.