Sec Form 4 Filing - COWEN INC. @ Tempus Applied Solutions Holdings, Inc. - 2019-03-29

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 COWEN INC. 2. Issuer Name and Ticker or Trading Symbol Tempus Applied Solutions Holdings, Inc. [ CNAC] 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) 599 LEXINGTON AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2019 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Ordinary Shares ( 1 ) 03/29/2019 P 100 A $ 10.32 610,800 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 04/30/2019 P 400 A $ 10.245 611,200 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 04/30/2019 P 1,726 A $ 10.29 612,926 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 04/30/2019 P 6,836 A $ 10.3 619,762 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 04/30/2019 P 300 A $ 10.34 620,062 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 05/30/2019 P 100 A $ 10.34 620,162 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 05/31/2019 P 1,500 A $ 10.34 621,662 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 06/04/2019 P 1,000 A $ 10.35 622,662 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 06/04/2019 P 100 A $ 10.39 622,762 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 06/27/2019 P 200 A $ 10.38 622,962 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 06/28/2019 P 100 A $ 10.4 623,062 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 07/22/2019 S( 3 ) 100 D $ 10.34 622,962 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 07/22/2019 S( 3 ) 100 D $ 10.36 622,862 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 07/22/2019 S( 3 ) 100 D $ 10.4 622,762 ( 2 ) I By Cowen and Company, LLC Ordinary Shares ( 1 ) 308,586 ( 4 ) I By Cowen Investments II LLC

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 COWEN INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Cowen Investments II LLC 599 LEXINGTON AVENUE NEW YORK, NY10022 X COWEN AND COMPANY, LLC 599 LEXINGTON AVENUE NEW YORK, NY10022 X Cowen Holdings, Inc. 599 LEXINGTON AVENUE NEW YORK, NY10022 X RCG LV Pearl LLC 599 LEXINGTON AVENUE NEW YORK, NY10022 X SOLOMON JEFFREY M 599 LEXINGTON AVENUE NEW YORK, NY10022 X Signatures Cowen Investments II, LLC,By: RCG LV Pearl LLC, sole member,By: Cowen Inc., sole memberBy: /s/ Owen S. LittmanIts: General Counsel 10/16/2019 Signature of Reporting Person Date Cowen and Company, LLC,By: Cowen Holdings Inc., sole memberBy: /s/ Owen S. LittmanIts: General Counsel 10/16/2019 Signature of Reporting Person Date Cowen Holdings, Inc.By: /s/ Owen S. LittmanIts: General Counsel 10/16/2019 Signature of Reporting Person Date Cowen Inc.By: /s/ Owen S. LittmanIts: General Counsel 10/16/2019 Signature of Reporting Person Date Cowen Investments, LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member, By: /s/ Owen S. Littman, General Counsel 10/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Cowen Inc., Cowen Investments II LLC ("Cowen Investments II"), Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings"), RCG LV Pearl LLC ("RCG") and Jeffrey M. Solomon (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of Constellation Alpha Capital Corp.'s (the "Issuer") outstanding ordinary shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 2 )Represents securities owned directly by Cowen and Company. As the sole member of Cowen and Company, Cowen Holdings may be deemed to beneficially own the securities owned directly by Cowen and Company. As the sole member of Cowen Holdings, RCG may be deemed to beneficially own the securities owned directly by Cowen and Company. As the sole member of RCG, Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company. As Chief Executive Officer of Cowen Inc., Mr. Solomon may be deemed to beneficially own the securities owned directly by Cowen and Company. ( 3 )The sales by Reporting Persons on 7/22/19 of 100 Ordinary Shares at $10.34, 100 Ordinary Shares at $10.36 and 100 Ordinary Shares at $10.40, as reported herein, were in each case matchable under Section 16(b) of the Exchange Act of 1934, as amended, with the purchase by the Reporting Persons of 300 Ordinary Shares at a price of $10.2450 on 4/30/19. The Reporting Persons have delivered a payment to the Issuer in the amount of $36.50, which represents the full amount of the profit realized in connection with these short-swing transactions. ( 4 )Represents securities owned directly by Cowen Investments II as of 7/22/19, the date of the last transaction reported by this Form 4. As the sole member of Cowen Investments II, RCG may be deemed to beneficially own the securities owned directly by Cowen Investments II. As the sole member of RCG, Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Investments II. As Chief Executive Officer of Cowen Inc., Mr. Solomon may be deemed to beneficially own the securities owned directly by Cowen Investments II.

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