Sec Form 3 Filing - Terra Capital Partners, 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 Capital Partners, 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 _____ 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 212,690.95 I ( 1 ) See FN ( 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 Terra Capital Partners, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 X Terra REIT Advisors, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 X Signatures /s/ Gregory M. Pinkus, authorized signatory of Terra Capital Partners, LLC 01/06/2020 Signature of Reporting Person Date /s/ Gregory M. Pinkus, authorized signatory of Terra REIT Advisors, LLC 01/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of a Voting Agreement by and among Terra Property Trust, Inc. (the "Company"), Terra Secured Income Fund 5, LLC ("Terra Fund 5") and Terra REIT Advisors, LLC (the "Manager"), for so long as the Manager remains the external manager of the Company, the Manager will have the right to nominate two individuals to serve as directors on the Company's board of directors. The Manager is member-managed and the sole member of the Manager is Terra Capital Partners, LLC ("Terra Capital Partners"). The shares of common stock of the Company indicated on this form as being indirectly held by the reporting persons are held by Terra Fund 3 REIT, LLC ("Terra Fund 3 REIT"). Terra Fund 3 REIT is a subsidiary of Terra International Fund 3, L.P. (continued in Footnote 2). ( 2 )(Continuation of Footnote 1) The general partner of Terra International Fund 3, L.P. is Terra International Fund 3 GP LLC, which is a subsidiary of Terra Capital Partners. As such, Terra Capital Partners and the Manager may be deemed to beneficially own the shares of the Company's common stock that are held by Terra Fund 3 REIT. However, neither Terra Capital Partners nor the Manager has any ownership interest in these shares. Accordingly, each of Terra Capital Partners and the Manager disclaims beneficial ownership of the shares of common stock held by Terra Fund 3 REIT except to the extent of their pecuniary interest therein.

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).

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