Sec Form 4 Filing - Russell William Peter JR @ Twin Ridge Capital Acquisition Corp. - 2021-04-19

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 Russell William Peter JR 2. Issuer Name and Ticker or Trading Symbol Twin Ridge Capital Acquisition Corp. [ TRCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO and CFO (Last) (First) (Middle) C/O TWIN RIDGE CAPITAL ACQUISITION CORP., 999 VANDERBILT BEACH ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/19/2021 (Street) NAPLES, FL34108 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

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 ordinary shares ( 1 ) 04/19/2021 J( 1 ) 422,797 ( 2 ) ( 2 ) Class A ordinary shares 422,797 ( 2 ) 5,327,203 I ( 3 ) By Twin Ridge Capital Sponsor, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Russell William Peter JR C/O TWIN RIDGE CAPITAL ACQUISITION CORP. 999 VANDERBILT BEACH ROAD, SUITE 200 NAPLES, FL34108 X X Co-CEO and CFO Signatures /s/ William P. Russell, Jr. 04/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reflects the automatic surrender to the issuer of 422,797 of the issuer's Class B ordinary shares, par value $0.0001 per share, for no consideration by Twin Ridge Capital Sponsor, LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriter of the issuer's initial public offering to purchase additional units. ( 2 )As described in the issuer's registration statement on Form S-1 (File No. 333-252363) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 3 )The securities reported herein are held directly by Twin Ridge Capital Sponsor, LLC (the "Sponsor"). The reporting person controls the Sponsor, and as such, has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of the securities reported hereby except 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 all of the reported securities for purposes of Section 16 or for any other purposes.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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