Terra Secured Income Fund 5 Form 3 Terra Property Trust / Bruce D Batkin 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^*

Terra Secured Income Fund 5, LLC

(Last) (First) (Middle)

550 FIFTH AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2020

3. Issuer Name and Ticker or Trading Symbol
Terra Property Trust, Inc. [ NONE ]

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)

	Form filed by One Reporting Person
X	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)
Common Stock	14,912,990.19	I(1)	See FN(1)(2)(3)

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

1. Name and Address of Reporting Person^*

Terra Secured Income Fund 5, LLC

(Last) (First) (Middle)

550 FIFTH AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Terra Fund Advisors, LLC

(Last) (First) (Middle)

550 FIFTH AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Batkin Bruce D

(Last) (First) (Middle)

C/O TERRA PROPERTY TRUST, INC.,

550 FIFTH AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Milde Simon J.

(Last) (First) (Middle)

C/O TERRA PROPERTY TRUST, INC.,

550 FIFTH AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock of Terra Property Trust, Inc. (the "Company") indicated on this form as being indirectly held by the reporting persons are held by Terra Secured Income Fund 5, LLC ("Terra Fund 5"), which holds such shares indirectly through wholly-owned subsidiaries. In addition, pursuant to the terms of a voting agreement by and among the Company, Terra Fund 5 and Terra REIT Advisors, LLC, for so long as Terra Fund 5 holds at least 10% of the Company's outstanding shares of common stock, Terra Fund 5 will have the right to nominate one individual to serve as a director on the Company's board of directors. Terra Fund 5 is managed by Terra Fund Advisors, LLC, its managing member ("Terra Fund Advisors"). (continued in Footnote 2)

2. (Continuation of Footnote 1) Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. The members of the board of managers of Terra Fund Advisors are Bruce Batkin and Simon Milde. Terra Fund Advisors, Mr. Batkin and Mr. Milde may be deemed to beneficially own the shares of the Company's common stock that are held by Terra Fund 5. However, none of Terra Fund Advisors, Mr. Batkin nor Mr. Milde has any ownership interest in these shares. Accordingly, each of Terra Fund Advisors, Mr. Batkin and Mr. Milde disclaims beneficial ownership of the shares of common stock held by Terra Fund 5 except to the extent of their pecuniary interest therein.

3. Mr. Batkin serves as a director of the Company.

Remarks:

Exhibit No. 24.1 Power of Attorney for Bruce D. Batkin, dated December 20, 2019. Exhibit No. 24.2 Power of Attorney for Simon J. Milde, dated January 6, 2020.

	/s/ Gregory M. Pinkus, authorized signatory of Terra Fund Advisors, LLC, the managing member of Terra Secured Income Fund 5, LLC	01/06/2020
	/s/ Gregory M. Pinkus, authorized signatory of Terra Fund Advisors, LLC	01/06/2020
	/s/ Bruce D. Batkin, by Gregory M. Pinkus, his Attorney-in-fact	01/06/2020
	/s/ Simon J. Milde, by Gregory M. Pinkus, his Attorney-in-fact	01/06/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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