Terra Property Trust, Inc. 6.00 (TPTA) Form 3 Initial statement of insider ownership

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Terra Capital Partners, 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	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	212,690.95	I(1)	See FN(1)(2)

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 Capital Partners, 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 REIT Advisors, LLC

(Last) (First) (Middle)

550 FIFTH AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the terms of a Voting Agreement by and among Terra Property Trust, Inc. (the "Company"), Terra Secured Income Fund 5, LLC ("Terra Fund 5") and Terra REIT Advisors, LLC (the "Manager"), for so long as the Manager remains the external manager of the Company, the Manager will have the right to nominate two individuals to serve as directors on the Company's board of directors. The Manager is member-managed and the sole member of the Manager is Terra Capital Partners, LLC ("Terra Capital Partners"). The shares of common stock of the Company indicated on this form as being indirectly held by the reporting persons are held by Terra Fund 3 REIT, LLC ("Terra Fund 3 REIT"). Terra Fund 3 REIT is a subsidiary of Terra International Fund 3, L.P. (continued in Footnote 2).

2. (Continuation of Footnote 1) The general partner of Terra International Fund 3, L.P. is Terra International Fund 3 GP LLC, which is a subsidiary of Terra Capital Partners. As such, Terra Capital Partners and the Manager may be deemed to beneficially own the shares of the Company's common stock that are held by Terra Fund 3 REIT. However, neither Terra Capital Partners nor the Manager has any ownership interest in these shares. Accordingly, each of Terra Capital Partners and the Manager disclaims beneficial ownership of the shares of common stock held by Terra Fund 3 REIT except to the extent of their pecuniary interest therein.

	/s/ Gregory M. Pinkus, authorized signatory of Terra Capital Partners, LLC	01/06/2020
	/s/ Gregory M. Pinkus, authorized signatory of Terra REIT Advisors, LLC	01/06/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.