Sec Form 4 Filing - FIR TREE INC. @ Terrapin 3 Acquisition Corp - 2016-12-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FIR TREE INC.
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)
(Last) (First) (Middle)
55 WEST 46TH STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2016
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 ("Common Stock") 12/08/2016 S 1,831,500 D $ 9.85 0 I See footnotes ( 1 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIR TREE INC.
55 WEST 46TH STREET
29TH FLOOR
NEW YORK, NY10036
X
Signatures
/s/ Fir Tree Inc; By: James Walker, its Managing Director 12/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 8, 2016, Fir Tree Capital Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Master Fund"), for which the Reporting Person serves as the investment manager, sold 1,831,500 shares of the Class A Common Stock, par value $0.0001 (the "Common Stock"), of Terrapin 3 Acquisition Corporation, a Delaware corporation (the "Company"), pursuant to a Stock Purchase Agreement, dated as of December 8, 2016. As a result of the disposition, as of December 8, 2016, the Reporting Person no longer beneficially owned any shares of the Common Stock. Prior to the disposition, the Reporting Person possessed the sole power to vote and the sole power to direct the disposition of all securities of the Company held by the Master Fund.
( 2 )The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the Reporting Person's pecuniary interest in the securities.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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