Sec Form 3 Filing - Terra Secured Income Fund 5, LLC @ Terra Property Trust, Inc. - 2020-01-06

FORM 3 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 Terra Secured Income Fund 5, LLC 2. Issuer Name and Ticker or Trading Symbol Terra Property Trust, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 550 FIFTH AVENUE, 6TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2020 (Street) NEW YORK, NY10036 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 Common Stock 14,912,990.19 I ( 1 ) See FN ( 1 ) ( 2 ) ( 3 )

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 Terra Secured Income Fund 5, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 X X Terra Fund Advisors, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 X X Batkin Bruce D C/O TERRA PROPERTY TRUST, INC., 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 X Milde Simon J. C/O TERRA PROPERTY TRUST, INC., 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 See Footnote 1 Signatures /s/ Gregory M. Pinkus, authorized signatory of Terra Fund Advisors, LLC, the managing member of Terra Secured Income Fund 5, LLC 01/06/2020 Signature of Reporting Person Date /s/ Gregory M. Pinkus, authorized signatory of Terra Fund Advisors, LLC 01/06/2020 Signature of Reporting Person Date /s/ Bruce D. Batkin, by Gregory M. Pinkus, his Attorney-in-fact 01/06/2020 Signature of Reporting Person Date /s/ Simon J. Milde, by Gregory M. Pinkus, his Attorney-in-fact 01/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock of Terra Property Trust, Inc. (the "Company") indicated on this form as being indirectly held by the reporting persons are held by Terra Secured Income Fund 5, LLC ("Terra Fund 5"), which holds such shares indirectly through wholly-owned subsidiaries. In addition, pursuant to the terms of a voting agreement by and among the Company, Terra Fund 5 and Terra REIT Advisors, LLC, for so long as Terra Fund 5 holds at least 10% of the Company's outstanding shares of common stock, Terra Fund 5 will have the right to nominate one individual to serve as a director on the Company's board of directors. Terra Fund 5 is managed by Terra Fund Advisors, LLC, its managing member ("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 held by Terra Fund 5. 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 held by Terra Fund 5 except to the extent of their pecuniary interest therein. ( 3 )Mr. Batkin serves as a director of the Company.

Remarks: Exhibit No. 24.1 Power of Attorney for Bruce D. Batkin, dated December 20, 2019. Exhibit No. 24.2 Power of Attorney for Simon J. Milde, dated January 6, 2020.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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