Lee S Neibart Form 3 Trinity Merger / Lee S Neibart ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Neibart Lee S

(Last) (First) (Middle)

C/O TRINITY MERGER CORP.

55 MERCHANT STREET, SUITE 1500

(Street)

HONOLULU HI 96813

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2018

3. Issuer Name and Ticker or Trading Symbol
Trinity Merger Corp. [ TMCX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(1)	(1)	See footnote(1)	(1)(2)	(1)	I(1)	By HN Investors LLC

Explanation of Responses:

1. HN Investors LLC holds 8,625,000 shares of Class B common stock, which are automatically convertible into Class A common stock at the time of the Issuer's initial business combination, as described in the section entitled "Description of Securities" in the Issuer's registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on April 11, 2018 (File No. 333-224244). The reporting person is one of two managers of HN Investors LLC and has shared voting and investment power with respect to the shares held by HN Investors LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Includes 1,125,000 shares of Class B common stock that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised.

	/s/ Lee S. Neibart	05/14/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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