Sec Form 4 Filing - HPS Investment Partners, LLC @ Trine Acquisition Corp. - 2020-12-09

Insider filing report for Changes in Beneficial Ownership
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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
HPS Investment Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
Trine Acquisition Corp. [ TRNE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See remarks.
(Last) (First) (Middle)
40 WEST 57TH STREET, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2020
(Street)
NEW YORK, NY10019
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 A Common Stock 12/09/2020 M( 2 ) 7,403,750 A 7,403,750 I See Footnotes ( 4 )
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
Class B Common Stock ( 1 ) ( 2 ) 12/09/2020 M( 2 ) 7,403,750 ( 1 ) ( 1 ) Class A Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 0 I See Footnotes ( 4 )
Private Placement Warrants $ 11.5 12/09/2020 A( 3 ) 8,503,000 ( 3 ) ( 3 ) Class A Common Stock 8,503,000 $ 1 8,503,000 I See Footnotes ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HPS Investment Partners, LLC
40 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY10019
See remarks.
Signatures
/s/ Paul Knollmeyer 12/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the registration statement on Form S-1 (File No. 333-229853) of Trine Acquisition Corp. (the "Issuer") under the heading "Description of Securities-Founder Shares," the shares of Class B common stock of the Issuer (the "Class B Shares") will automatically convert into shares of Class A common stock of the Issuer (the "Class A Shares") at the time of the issuer's initial business combination or earlier at the option of the holder, in each case, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
( 2 )On December 9, 2020, the Issuer consummated its initial business combination (the "Business Combination") with Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"). In connection with the Business Combination, each Class B Share converted to one Class A Share.
( 3 )The Private Placement Warrants were purchased by Trine Sponsor IH, LLC (the "Sponsor") on March 19, 2019. Each Private Placement Warrant is exercisable for one Class A Share at an exercise price of $11.50 per Class A Share, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the first date on which the Issuer completes a business combination and expires five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation.
( 4 )The securities reported herein are held of record by the Sponsor. Robin Trine Holdings, LLC ("RTH") and HPS Investment Partners, LLC ("HPS") are the members of the Sponsor, and as such each of HPS and RTH has appointed a member to the board of the Sponsor, which board has voting and investment discretion with respect to the securities held of record by the Sponsor. Leo Hindery, Jr., a director of the Issuer, is the managing member of RTH. Based on the foregoing, Mr. Hindery, RTH and HPS may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:
As a result of the Business Combination, the reporting person has ceased to beneficially own more than 10% of the outstanding common stock of the Issuer.

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