Sec Form 4 Filing - Terra International Fund 3 REIT, LLC @ Terra Property Trust, Inc. - 2020-04-29

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 Terra International Fund 3 REIT, 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) _____ 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) 04/29/2020 (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 Common stock 04/29/2020 J 212,690.95 ( 1 ) D $ 17.02 2,457,684.59 D

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 International Fund 3 REIT, LLC 550 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10036 X Signatures /s/ Gregory M. Pinkus, authorized signatory of Terra International Fund 3 GP, LLC, the managing member of Terra International Fund 3 REIT, LLC 05/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 30, 2019, the reporting person purchased from Terra Property Trust, Inc. (the "Company") 212,690.95 shares of common stock, par value $0.01 per share (the "Repurchase Shares"), at a price of $17.02 per share, pursuant to that certain Contribution and Repurchase Agreement, dated September 30, 2019, as amended and restated on November 13, 2019 (the "Contribution and Repurchase Agreement"), by and among the Company, the reporting person and Terra International Fund 3, L.P. Pursuant to the Contribution and Repurchase Agreement, the Company may repurchase shares of common stock from the reporting person from time to time. On April 29, 2020, the reporting person sold, and the Company repurchased, the Repurchase Shares at a price of $17.02 per share.

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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