Tempus Applied Solutions (TMPS) Form 4 Tempus Applied Solutions / Christopher D. Brady 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^*

Brady Christopher D.

(Last) (First) (Middle)

C/O TEMPUS APPLIED SOLUTIONS HOLDINGS,

INC. 133 WALLER MILL ROAD, SUITE 400

(Street)

WILLIAMSBURG VA 23185

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tempus Applied Solutions Holdings, Inc. [ TMPS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2016

4. 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 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
Common Stock	06/23/2016		J(1)		942,138	A	(1)	2,848,396	I	See footnote(2)
Common Stock	06/23/2016		J(1)		188,428	A	(1)	3,036,824	I	See footnote(2)

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
Series B-2 Warrant	(1)	06/23/2016		J(1)			192,710	07/31/2015	10/31/2016	Common Stock or Series A Convertible Preferred Stock	942,138(1)	$0	0	I	See footnote(2)
Series B-3 Warrant	(1)	06/23/2016		J(1)			38,542	08/14/2015	10/31/2016	Common Stock or Series A Convertible Preferred Stock	188,428(1)	$0	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

Brady Christopher D.

(Last) (First) (Middle)

C/O TEMPUS APPLIED SOLUTIONS HOLDINGS,

INC. 133 WALLER MILL ROAD, SUITE 400

(Street)

WILLIAMSBURG VA 23185

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chart Group, LP

(Last) (First) (Middle)

555 5TH AVENUE, 19TH FLOOR

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chart Acquisition Group LLC

(Last) (First) (Middle)

555 5TH AVENUE, 19TH FLOOR

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. On June 23, 2016, the Reporting Person exercised (i) Series B-2 Warrants into 942,138 shares of common stock, and (ii) Series B-3 Warrants into 188,428 shares of common stock, pursuant to a formula contained in the respective warrants that did not require the payment of any cash consideration or the withholding of warrant shares upon such exercise.

2. Mr. Brady indirectly owns these securities through his membership interests in Antwerp L.L.C., the general partner of The Chart Group, L.P., which is the sole managing member of Chart Acquisition Group LLC.

	/s/ Christopher D. Brady	06/24/2016
	The Chart Group, L.P. By: Antwerp L.L.C., general partner By: /s/ Christopher D. Brady, Chief Executive Officer	06/24/2016
	Chart Acquisition Group LLC By: The Chart Group, L.P., sole managing member By: Antwerp L.L.C., general partner By: /s/ Christopher D. Brady, Chief Executive Officer	06/24/2016
	** 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 4 (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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