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

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 7, 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)
03/02/2020

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/12/2020

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)
Common Stock(1)(2)	2,116,785.76(3)	I	By controlled subsidiary

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

Explanation of Responses:

1. Terra Property Trust, Inc. (the "Company"), Terra Secured Income Fund 7, LLC ("Terra Fund 7") and Terra Property Trust 2, Inc. ("TPT2"), a wholly-owned subsidiary of Terra Fund 7, entered into an Agreement and Plan of Merger, dated February 28, 2020 (the "Merger Agreement"), pursuant to which TPT2 merged with and into TPT, with TPT continuing as the surviving corporation. Pursuant to the Merger Agreement, on March 2, 2020, Terra Fund 7 received shares of common stock of TPT as merger consideration, which it holds through a controlled subsidiary. Terra Fund 7 is managed indirectly by 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 owned by Terra Fund 7. 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 of the Company owned by Terra Fund 7 except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for purposes of Section 16 or for any other purpose.

3. Form 3 filed on March 12, 2020 amended to reflect adjustments to merger consideration in accordance with the Merger Agreement. After such adjustments, the total merger consideration was 2,116,785,76 shares of common stock of TPT.

	/s/ Gregory M. Pinkus, authorized signatory of Terra Fund Advisors, LLC, the sole member of Terra Fund Advisors 2, LLC, the manager of Terra Secured Income Fund 7, LLC	04/03/2020
	** 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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