Vikram S. Uppal - Oct 1, 2022 Form 4 Insider Report for Terra Property Trust, Inc. (TPTA)

Role
Chief Executive Officer, Director
Signature
/s/ Vikram S. Uppal
Stock symbol
TPTA
Transactions as of
Oct 1, 2022
Transactions value $
$0
Form type
4
Date filed
10/4/2022, 04:05 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TPTA Common Stock Other -49.4K -100% 0 Oct 1, 2022 See FN F1, F2, F3
transaction TPTA Class B Common Stock Other +49.4K 49.4K Oct 1, 2022 See FN F1, F2, F3
transaction TPTA Class B Common Stock Award +27.1K 27.1K Oct 1, 2022 See FN F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. ("TPT") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among TPT, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC. Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.
F2 Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock").
F3 By Terra Secured Income Fund 5, LLC ("Terra Fund 5") through a controlled subsidiary. Lakshmi 15 LLC, a family limited liability company over which the reporting person exercises voting and investment control, holds 22 units of limited liability company interest of Terra Fund 5. The reporting person is the Chief Executive Officer and Chief Investment Officer of Terra Fund Advisors, LLC, the manager of Terra Fund 5. The reporting person disclaims beneficial ownership of the shares held by Terra Fund 5 except to the extent of his pecuniary interest therein.
F4 Pursuant to the terms and conditions of the Merger Agreement, on October 1, 2022, each outstanding share of Terra BDC common stock, par value $0.001 per share ("Terra BDC Common Stock"), was automatically cancelled and retired, and converted into the right to receive: (i) 0.595 shares of TPT Class B Common Stock; and (ii) cash, without interest, in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38.
F5 By Terra Capital Partners, LLC ("TCP"). The reporting person controls MAVIK Capital Management, LP ("MAVIK"), and MAVIK is the sole member of TCP. The reporting person disclaims beneficial ownership of the securities held by TCP except to the extent of his pecuniary interest therein.