Sec Form 4 Filing - HN Investors LLC @ Trinity Merger Corp. - 2019-11-14

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 HN Investors LLC 2. Issuer Name and Ticker or Trading Symbol Trinity Merger Corp. [ TMCX] 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) C/O TRINITY REAL ESTATE INVESTMENTS LLC, 55 MERCHANT STREET, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2019 (Street) HONOLULU, HI96813 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 Class B Common Stock 11/14/2019 D 8,625,000 D $ 0.0001 0 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 HN Investors LLC C/O TRINITY REAL ESTATE INVESTMENTS LLC55 MERCHANT STREET, SUITE 1500 HONOLULU, HI96813 X Signatures /s/ Sean A. Hehir 11/18/2019 Signature of Reporting Person Date

Explanation of Responses:

Remarks: The 8,625,000 shares of Class B common stock issued by Trinity Merger Corp. (the "Class B Common Stock") disposed by HN Investors LLC include (i) 4,823,640 shares of Class B Common Stock that were exchanged on November 14, 2019 into 4,823,640 shares of common stock issued by Broadmark Realty Capital Inc., a Maryland corporation ("Broadmark Realty"), pursuant to that certain Agreement and Plan of Merger dated as of August 9, 2019, by and among Trinity Merger Corp., Broadmark Realty, Trinity Merger Sub I, Inc., a wholly owned subsidiary of Broadmark Realty organized as a corporation under the laws of Delaware, Trinity Merger Sub II, LLC, a wholly owned subsidiary of Broadmark Realty organized as a limited liability company under the laws of Delaware, PBRELF I, LLC, a Washington limited liability company ("PBRELF I"), BRELF II, LLC, a Washington limited liability company ("BRELF II"), BRELF III, LLC, a Washington limited liability company ("BRELF III"), BRELF IV, LLC, a Washington limited liability company ("BRELF IV"), Pyatt Broadmark Management, LLC ("MgCo I"), a Washington limited liability company, Broadmark Real Estate Management II, LLC, a Washington limited liability company ("MgCo II"), Broadmark Real Estate Management III, LLC, a Washington limited liability company ("MgCo III"), and Broadmark Real Estate Management IV, LLC, a Washington limited liability company ("MgCo IV" and, together with PBRELF I, BRELF II, BRELF III, BRELF IV, MgCo I, MgCo II, and MgCo III, the "Broadmark Companies"), and (ii) 3,801,360 shares of Class B Common Stock forfeited by HN Investors LLC, pursuant to the Sponsor Agreement, dated August 9, 2019, between HN Investors LLC, Trinity Merger Corp., and the Broadmark Companies.

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