Terrapin 3 Acquisition Form 4 Terrapin 3 Acquisition / Sanjay Arora ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Arora Sanjay

(Last) (First) (Middle)

1700 BROADWAY, 18TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terrapin 3 Acquisition Corp [ TRTL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class F Common Stock	12/16/2016		D		58,593	D	(1)	58,593	I	See footnote(2)
Class A Common Stock	12/16/2016		D		100	D	(3)	0	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase shares of Class A Common Stock	$5.75(5)	12/16/2016		D			18,858	01/15/2017	12/16/2021	Class A Common Stock(5)	9,429	(1)	271,265	I	See footnote(6)

Explanation of Responses:

1. Disposed of pursuant to the Forfeiture Agreement, dated as of December 16, 2016 by and among MIHI LLC, Apple Orange LLC, Noyac Path LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3 LLC, Terrapin Partners Green Employee Partnership, LLC, Jonathan Kagan, George Brokaw, Victor Mendelson, Terrapin 3 Acquisition Corporation (the "Issuer") and Yatra Online, Inc. ("Yatra"), through which the holders of Class F Common Stock forfeitted one-half of the shares of Class F Common Stock held by them.

2. Represents shares of Class F Common Stock held by Noyac Path LLC, acquired pursuant to a certain Securities Subscription Agreement, dated December 31, 2013, by and between the Company and Noyac Path LLC. The sole member of Noyac Path LLC is a trust of which Mr. Arora is settlor and a beneficiary. Mr. Arora disclaims beneficial ownership over any securities owned by Noyac Path LLC in which he does not have any pecuniary interest. Excludes beneficial interest in 205,152 shares of Class F Common Stock allocated to Mr. Arora and held by Terrapin Partners Employee Partnership 3, LLC.

3. Disposed of in exchange for 100 ordinary shares, par value $0.0001, of Yatra ("Ordinary Shares"), in connection with the consummation on December 16, 2016 of the merger (the "Merger") of the Issuer with T3 Merger Sub. Corp., a wholly-owned subsidiary of T3 Parent Corp., pursuant to that certain Amended and Restated Business Combination Agreement, dated as of September 28, 2016 (as may be amended, the "Business Combination Agreement"), by and among Yatra, T3 Parent Corp., T3 Merger Sub Corp., the Issuer, MIHI LLC (solely for the purposes set forth therein) and Shareholder Representative Services LLC, as amended.

4. Represents shares of Class A common stock held by Noyac Path LLC.

5. The warrants, which were originally issued pursuant to a private placement in connection with the Issuer's initial public offering, to acquire shares of the Issuer's Class A Common Stock, were automatically converted in connection with the Merger into warrants to purchase Ordinary Shares of Yatra. Each warrant is exercisable for one-half of one Ordinary Share at an exercise price of $5.75 per half share. Warrants may be exercised only for a whole number of shares.

6. Represents warrants held by Noyac Path LLC.

	/s/ Sanjay Arora	12/20/2016
	** Signature of Reporting Person	Date
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