Deutsche Bank AG - Registered Shares Form 4 Terrapin 3 Acquisition / BANK AG\ DEUTSCHE 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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X

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^*

DEUTSCHE BANK AG\

(Last) (First) (Middle)

TAUNUSANLAGE 12 D-60325

(Street)

FRANKFURT AM MAIN 2M 00000

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2016

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 A Common Stock	12/08/2016	12/08/2016	S		1,133,422	D	$10	0	D

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
Class A Common Stock Purchase Warrant	(1)							(2)	(3)	Class A Common Stock	871,100		871,100	D

Explanation of Responses:

1. Each Warrant entitles the holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share.

2. The Warrants are not currently exercisable. Each Warrant will become exercisable on the later of 30 days after the completion of the Issuer's "Business Combination" or 12 months from the closing of the "Public Offering", in each case as defined in the Issuer's Form 10-Q filed on November 9, 2016.

3. The Warrants will expire five years after the completion of the Issuer's "Business Combination", as defined in the Issuer's Form 10-Q filed on November 9, 2016, or earlier upon redemption or liquidation.

	Daniela Pondeva	12/12/2016
	** Signature of Reporting Person	Date
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