Terra Capital Amends 13D for Terra Property Trust, Signals Ownership Shift

TL;DR

**Terra Capital Partners just updated their stake in Terra Property Trust, watch for potential shifts in control.**

AI Summary

Terra Capital Partners, LLC filed an Amendment No. 4 to its SC 13D, indicating a change in beneficial ownership of Terra Property Trust, Inc.'s Class B Common Stock, $0.01 par value per share. The filing, dated December 29, 2023, names Vikram S. Uppal as the person authorized to receive notices. This amendment signals a potential shift in control or influence over Terra Property Trust, which could impact future strategic decisions or governance for current and prospective shareholders.

Why It Matters

This filing indicates a change in beneficial ownership, which could lead to new strategic directions or management changes at Terra Property Trust, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership can lead to strategic shifts, which introduce uncertainty and potential volatility for the stock.

Analyst Insight

Investors should monitor subsequent filings from Terra Capital Partners, LLC and Terra Property Trust, Inc. for further details on ownership changes and potential strategic shifts, as these could impact the stock's future performance.

Key Numbers

• $0.01 — Par Value per Share (The par value of the Class B Common Stock of Terra Property Trust, Inc.)

Key Players & Entities

• Terra Property Trust, Inc. (company) — the subject company (issuer) of the securities
• Terra Capital Partners, LLC (company) — the entity filing the SC 13D/A
• Vikram S. Uppal (person) — person authorized to receive notices and communications for the filing
• $0.01 (dollar_amount) — par value per share of Class B Common Stock
• December 29, 2023 (date) — date of the event requiring the filing

Forward-Looking Statements

• Terra Capital Partners, LLC may seek to exert greater influence over Terra Property Trust, Inc.'s strategic direction. (Terra Capital Partners, LLC) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.01 — (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of Class o

Filing Documents

• tm241547d1_sc13da.htm (SC 13D/A) — 51KB
• 0001104659-24-000925.txt ( ) — 53KB

(d) OR 2(e)

ITEM 2(d) OR 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,484,763.59 8 SHARED VOTING POWER 2,116,785.76 9 SOLE DISPOSITIVE POWER 2,484,763.59 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,601,549.35 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.91% (2) 14 TYPE OF REPORTING PERSON CO CUSIP NO. N/A 1 NAME OF REPORTING PERSON Terra Fund Advisors, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

(d) OR 2(e)

ITEM 2(d) OR 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,116,785.76 9 SOLE DISPOSITIVE POWER 2,116,785.76 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,116,785.76 (3) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.70% (2) 14 TYPE OF REPORTING PERSON IA (1) The 4,601,549.35 aggregate shares of Class B Common Stock, $0.01 par value per share (each a “Share”), of Terra Property Trust, Inc., a Maryland corporation (the “Issuer”), beneficially owned includes (i) 2,457,684.59 Shares owned by Terra Income Fund International, a Cayman Islands exempt corporation (“TIFI”), and Terra Secured Income Fund 5 International, a Cayman Islands exempt corporation (“TIF5 International”), through Terra Offshore Funds REIT, LLC, a Delaware limited liability company (“Terra Offshore REIT”), (ii) 2,116,785.76 Shares owned by Terra Secured Income Fund 7, LLC, a Delaware limited liability company (“Terra Fund 7”), and (iii) 27,079 Shares issued to Terra Capital Partners, LLC, a Delaware limited liability company (“Terra Capital Partners”), in connection with the completion of the merger of Terra Income Fund 6, Inc. with and into Terra Income Fund 6, LLC (formerly “Terra Merger Sub, LLC”), a wholly owned subsidiary of the Issuer. Terra REIT Advisors, LLC, a Delaware limited liability company (“Terra REIT Advisors”), serves as manager to each of TIFI and TIF5 International, and also serves as manager to Terra Offshore REIT. Terra REIT Advisors is managed by, and is a wholly-owned subsidiary of, Terra Capital Partners. (2) The percentage is based upon 2

is hereby amended and

Item 2 is hereby amended and restated in its entirety as follows: (a)This Schedule 13D is filed by Terra Capital Partners, LLC, a Delaware limited liability company (“Terra Capital Partners”) and Terra Fund Advisors, LLC, a Delaware limited liability company (“Terra Fund Advisors”) (the foregoing collectively, the “Reporting Persons”), and is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), pursuant to the Statement Appointing Designated Filer included as Exhibit 2 hereto. (b)The principal business address of each of the Reporting Persons is 205 West 28th Street, 12th Floor, New York, New York 10001. (c)The principal business of each of Terra Capital Partners and Terra Fund Advisors is to engage in any lawful business, purpose or activity that may be undertaken by a limited liability company organized under and governed by the Delaware Limited Liability Company Act. Terra REIT Advisors, LLC, a Delaware limited liability company (“Terra REIT Advisors”), the external manager of the Issuer, serves as manager to each of Terra Income Fund International, a Cayman Islands exempt corporation (“TIFI”), and Terra Secured Income Fund 5 International, a Cayman Islands exempt corporation (“TIF5 International”), and also serves as adviser to Terra Offshore Funds REIT, LLC, a Delaware limited liability company (“Terra Offshore REIT”). Terra REIT Advisors is member managed, and is a wholly-owned subsidiary of Terra Capital Partners. Terra Fund Advisors manages a wholly-owned subsidiary that is the manager of Terra Secured Income Fund 7, LLC, a Delaware limited liability company (“Terra Fund 7”). Terra Fund 7 owns its Shares directly. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. Mr. Vikram Uppal is the sole member of the board of managers o

is hereby amended to add the following

Item 3 is hereby amended to add the following: On December 29, 2023 (the “Distribution Date”), Terra Fund 5 distributed 14,912,990.19 Shares to its members. Each member of Terra Fund 5 received 2,252.02 Shares for each unit of membership interest in Terra Fund 5 held by such member. Because Terra Fund 5 owned its interests in the Shares indirectly through its ownership of interests in Terra JV, LLC, a Delaware limited liability company (“Terra JV”), prior to the Distribution Date, Terra JV first distributed the Shares to Terra Fund 5, and Terra Fund 5 then distributed those Shares to its members on the Distribution Date. Also on the Distribution Date, Terra JV distributed 2,116,785.76 Shares to Terra Fund 7. Item 5. Interest in Securities of the Issuer.

is hereby amended and restated in its entirety

Item 5 is hereby amended and restated in its entirety as follows: (a) Terra Fund Advisors, as the sole member of the managing member of Terra Fund 7, may be deemed to beneficially own the 2,116,785.76 Shares owned by Terra Fund 7, or approximately 8.70% of the outstanding Shares. Terra Capital Partners may be deemed to beneficially own 4,601,549.35 Shares in aggregate, consisting of (1) the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT, (2) the Shares owned by Terra Fund 7, and (3) the Merger Shares owned by Terra Capital Partners, or 18.91% of the outstanding Shares. However, neither Terra Capital Partners nor Terra Fund Advisors has any ownership interest in these Shares, other than Terra Capital Partners’ ownership interest in the Merger Shares. Accordingly, each of Terra Capital Partners and Terra Fund Advisors disclaims beneficial ownership of the Shares owned by Terra Fund 7 and the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for purposes of Section 16 of the Act or for any other purpose. Except as otherwise disclosed in this Schedule 13D, none of the Reporting Persons beneficially owns any Shares or has the right to acquire any Shares. Because of the relationships described above, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, as amended, and as such, each member of the group could be deemed to beneficially own, in the aggregate, all of the Shares held by members of the group. The Reporting Persons do not admit that they constitute a group within the meaning of Rule 13d-5. (b) Regarding the number of Shares that the Reporting Persons have the sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 3, 2024 Terra Capital Partners, LLC By: /s/ Vikram Uppal Name: Vikram Uppal Title: Authorized Signatory

View Full Filing

View this SC 13D/A filing on SEC EDGAR