Sec Form 3 Filing - Eagle Point Credit Management LLC @ Trinity Capital Inc. - 2020-12-11

Insider filing report for Changes in Beneficial Ownership
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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
Eagle Point Credit Management LLC
2. Issuer Name and Ticker or Trading Symbol
Trinity Capital 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)
600 STEAMBOAT ROAD, SUITE 202
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2020
(Street)
GREENWICH, CT06830
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, $0.001 par value per share 3,333 D ( 1 )
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
6.00% Convertible Notes due 2025 $ 15 12/11/2020 12/11/2025 Common Stock, $0.001 par value per share 3,333,335 ( 2 ) I See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eagle Point Credit Management LLC
600 STEAMBOAT ROAD, SUITE 202
GREENWICH, CT06830
X
Majewski Thomas P.
600 STEAMBOAT ROAD, SUITE 202
GREENWICH, CT06830
X
Signatures
/s/ Kenneth P. Onorio, Chief Financial Officer 12/21/2020
Signature of Reporting Person Date
/s/ Thomas P. Majewski 12/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Thomas P. Majewski directly owns 3,333 shares of common stock par value $0.001 per share ("Common Stock") in his personal capacity, and Eagle Point Credit Management LLC ("Eagle Point" and, together with Tomas P. Majewski, the "Reporting Persons") has no pecuniary interest in these securities.
( 2 )The conversion rate is initially 66.6667 shares of Trinity Capital Inc. Common Stock, per $1,000 principal amount of the convertible notes (equivalent to an initial conversion price of approximately $15 per share of common stock). This conversion rate is subject to certain customary formulaic adjustments pursuant to the terms of the convertible notes.
( 3 )The convertible notes are directly owned by (i) Eagle Point Defensive Income Fund US and Eagle Point Defensive Income Fund Non-US LP and (ii) certain separately-managed client accounts (collectively, the "Accounts"). Eagle Point serves as investment manager to the Accounts and, accordingly, could be deemed to have a pecuniary interest in the securities held by the Accounts. Thomas P. Majewski is the managing partner and a member of the portfolio management team of Eagle Point Credit Management LLC, and has certain economic rights with respect to Eagle Point that could be deemed to constitute a pecuniary interest in the securities held by the Accounts.
( 4 )Each of the Reporting Persons hereby disclaims beneficial ownership of the securities described in this report pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (except, with respect to Mr. Majewski, to the extent of his pecuniary interest therein) and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or for any other purpose.

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