Sec Form 13G Filing - HN Investors LLC filing for Trinity Merger Corp. (TMCX) - 2020-11-25

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Trinity Merger Corp.
(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)

89653L 106
(CUSIP Number)

November 14, 2019
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 ☐ Rule 13d-1(b)
 ☐ Rule 13d-1(c)
 ☒ Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 89653L 106
SCHEDULE 13G
Page 2 of 7
1
NAMES OF REPORTING PERSONS
 
 
HN Investors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
- 0 -
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
- 0 -
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

CUSIP No. 89653L 106
SCHEDULE 13G
Page 3 of 7
1
NAMES OF REPORTING PERSONS
 
 
Sean A. Hehir
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
- 0 -
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
- 0 -
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


CUSIP No. 89653L 106
SCHEDULE 13G
Page 4 of 7
1
NAMES OF REPORTING PERSONS
 
 
Lee S. Neibart
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
- 0 -
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
- 0 -
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


CUSIP No. 89653L 106
SCHEDULE 13G
Page 5 of 7
Item 1(a).
Name of Issuer:
 
Trinity Merger Corp.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
55 Merchant Street, Suite 1500
Honolulu, HI 96813
 
Item 2(a).
Name of Person Filing:
 
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 

1
HN Investors LLC

2
Sean A. Hehir

3
Lee S. Neibart
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of the Reporting Persons is as follows:
 
c/o Trinity Real Estate Investments LLC
55 Merchant Street, Suite 1500
Honolulu, HI 96813
 
Item 2(c).
Citizenship:
 
See responses to Item 4 on each cover page.
 
Item 2(d).
Titles of Classes of Securities:
 
Class A Common Stock, par value $0.0001 per share.
 
Item 2(e).
CUSIP Number:
 
89653L 106
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 
(a)
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
       
 
(b)
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
 
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
       
 
(d)
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
       
 
(f)
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
       
 
(g)
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
       
 
(h)
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
       
 
(i)
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
       
 
(j)
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
       
 
(k)
Group in accordance with §240.13d-1(b)(1)(ii)(K).
       
   
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
 

CUSIP No. 89653L 106
SCHEDULE 13G
Page 6 of 7
Item 4.
Ownership
 

1)
Amount beneficially owned:
 
See responses to Item 9 on each cover page.
 

2)
Percent of class:
 
See responses to Item 11 on each cover page.
 

3)
Number of shares as to which such person has:
 

(i)
Sole power to vote or to direct the vote:
 
See responses to Item 5 on each cover page.
 

(ii)
Shared power to vote or to direct the vote:
 
See responses to Item 6 on each cover page.
 

(iii)
Sole power to dispose or to direct the disposition of:
 
See responses to Item 7 on each cover page.
 

(iv)
Shared power to dispose or to direct the disposi tion of:
 
See responses to Item 8 on each cover page.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certification.
 
Not Applicable.


CUSIP No. 89653L 106
SCHEDULE 13G
Page 7 of 7
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 25, 2020
 
 
HN Investors LLC
   
 
By:
/s/ Sean A. Hehir
   
Name: Sean A. Hehir
   
Title: Manager
     
 
Sean A. Hehir
   
 
/s/ Sean A. Hehir
 
Name: Sean A. Hehir
   
 
Lee S. Neibart
   
 
/s/ Lee S. Neibart
 
Name: Lee S. Neibart