Terra Capital Partners, LLC

SEC source: 0001104659-24-001038 · tm241738-2_4seq1.xml · nonDerivative · entry 1

Terra Capital Partners, LLC · CIK 0001639928 · 10% owner

Terra REIT Advisors, LLC · CIK 0001798836 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See FN

Disclosed balance after: 4,574,470.35

F1 · kind: On December 29, 2023 (the "Distribution Date"), Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), distributed on a pro rata basis the 14,912,990.19 shares of Class B Common Stock (the "Shares") of Terra Property Trust, Inc., a Maryland corporation (the "Issuer"), held directly by it to its members. Each member of Terra Fund 5 received 2,252.02 Shares for each unit of membership interest held by such member. Terra Fund 5 and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), previously owned their interests in the Shares indirectly through their ownership of interests in Terra JV, LLC, a Delaware limited liability company ("Terra JV"). Prior to the Distribution Date, Terra JV distributed the Shares held by it on a pro rata basis to its two members, Terra Fund 5 and Terra Fund 7, resulting in Terra Fund 5 and Terra Fund 7 owning Shares directly.

F1 · price: On December 29, 2023 (the "Distribution Date"), Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), distributed on a pro rata basis the 14,912,990.19 shares of Class B Common Stock (the "Shares") of Terra Property Trust, Inc., a Maryland corporation (the "Issuer"), held directly by it to its members. Each member of Terra Fund 5 received 2,252.02 Shares for each unit of membership interest held by such member. Terra Fund 5 and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), previously owned their interests in the Shares indirectly through their ownership of interests in Terra JV, LLC, a Delaware limited liability company ("Terra JV"). Prior to the Distribution Date, Terra JV distributed the Shares held by it on a pro rata basis to its two members, Terra Fund 5 and Terra Fund 7, resulting in Terra Fund 5 and Terra Fund 7 owning Shares directly.

F2 · balance_after: 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 ("Terra Offshore REIT"), and (ii) 2,116,785.76 Shares owned by Terra Fund 7. 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 adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners").

F1 · ownership.nature: On December 29, 2023 (the "Distribution Date"), Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), distributed on a pro rata basis the 14,912,990.19 shares of Class B Common Stock (the "Shares") of Terra Property Trust, Inc., a Maryland corporation (the "Issuer"), held directly by it to its members. Each member of Terra Fund 5 received 2,252.02 Shares for each unit of membership interest held by such member. Terra Fund 5 and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), previously owned their interests in the Shares indirectly through their ownership of interests in Terra JV, LLC, a Delaware limited liability company ("Terra JV"). Prior to the Distribution Date, Terra JV distributed the Shares held by it on a pro rata basis to its two members, Terra Fund 5 and Terra Fund 7, resulting in Terra Fund 5 and Terra Fund 7 owning Shares directly.

F2 · ownership.nature: 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 ("Terra Offshore REIT"), and (ii) 2,116,785.76 Shares owned by Terra Fund 7. 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 adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners").

F3 · ownership.nature: (Continued from Footnote 2) On March 2, 2020, the Issuer, Terra Fund 5, Terra JV and Terra REIT Advisors entered into the Amended and Restated Voting Agreement (the "Voting Agreement"), pursuant to which for the period that Terra REIT Advisors remains the external manager of the Issuer, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Issuer and, until Terra JV no longer holds at least 10% of the outstanding Shares, Terra Fund 5 and Terra Fund 7, through Terra JV, will have the right to nominate one individual to serve as a director of the Issuer, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020. Terra JV is managed by Terra Fund 5 and Terra Fund 7, its managing members. As of the Distribution, Terra JV no longer holds any Shares.

F4 · ownership.nature: (Continued from Footnote 3) Terra Fund 5 is managed by Terra Fund Advisors, LLC, a Delaware limited liability company ("Terra Fund Advisors"), its managing member. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, which in turn is managed by Terra Fund Advisors. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. Vikram S. Uppal is the sole member of the board of managers of Terra Fund Advisors. Terra Capital Partners exercises sole voting and dispositive power over the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, and shares voting power over the Shares owned by Terra Fund 7. Terra Fund Advisors exercises sole dispositive power and shared voting power over the Shares owned by Terra Fund 7. As of the Distribution, Terra Fund 5 no longer holds any Shares and Terra Fund 7 holds 2,116,785.76 Shares.

F5 · ownership.nature: (Continued from Footnote 4) Terra Capital Partners may be deemed to beneficially own the Shares that are owned by Terra Fund 7 and the Shares owned by TIFI and TIF5 International through Terra Offshore REIT. Terra Fund Advisors may be deemed to beneficially own the Shares that are owned by Terra Fund 7. 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 Shares previously reported as directly owned.

F6 · ownership.nature: (Continued from Footnote 5) 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 or for any other purpose.

SEC source: 0000899243-22-032837 · doc4.xml · nonDerivative · entry 3

Terra Capital Partners, LLC · CIK 0001639928 · 10% owner

Terra REIT Advisors, LLC · CIK 0001798836 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,079

F1 · kind: On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.

F8 · kind: Pursuant to the terms and conditions of the Merger Agreement, on October 1, 2022, each outstanding share of Terra BDC common stock, par value $0.001 per share, was automatically cancelled and retired, and converted into the right to receive: (i) 0.595 shares of TPT Class B Common Stock; and (ii) cash, without interest, in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38.

F1 · price: On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.

F8 · price: Pursuant to the terms and conditions of the Merger Agreement, on October 1, 2022, each outstanding share of Terra BDC common stock, par value $0.001 per share, was automatically cancelled and retired, and converted into the right to receive: (i) 0.595 shares of TPT Class B Common Stock; and (ii) cash, without interest, in lieu of any fractional shares of TPT Class B Common Stock otherwise issuable in an amount, rounded to the nearest whole cent, determined by multiplying (x) the fraction of a share of TPT Class B Common to which such holder would otherwise be entitled by (y) $14.38.

SEC source: 0000899243-22-032837 · doc4.xml · nonDerivative · entry 2

Terra Capital Partners, LLC · CIK 0001639928 · 10% owner

Terra REIT Advisors, LLC · CIK 0001798836 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See FN

Disclosed balance after: 19,487,460.5

F1 · kind: On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.

F2 · kind: Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock" and each a "Share").

F1 · price: On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.

F2 · price: Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock" and each a "Share").

F3 · ownership.nature: 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 ("Terra Offshore REIT"), and (ii) 17,029,775.95 Shares owned by Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), through a controlled subsidiary (the "Controlled Subsidiary"). Terra REIT Advisors serves as manager to each of TIFI and TIF5 International, and also serves as adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners").

F4 · ownership.nature: (Continued from Footnote 3) On March 2, 2020, the Issuer, Terra Fund 5, the Controlled Subsidiary and Terra REIT Advisors entered into the Amended and Restated Voting Agreement (the "Voting Agreement"), pursuant to which for the period that Terra REIT Advisors remains the external manager of the Issuer, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Issuer and, until the Controlled Subsidiary no longer holds at least 10% of the outstanding Shares, Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, will have the right to nominate one individual to serve as a director of the Issuer, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020. The Controlled Subsidiary is managed by Terra Fund 5 and Terra Fund 7, its managing members.

F5 · ownership.nature: (Continued from Footnote 4) Terra Fund 5 is managed by Terra Fund Advisors, LLC, a Delaware limited liability company ("Terra Fund Advisors"), its managing member. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, which in turn is managed by Terra Fund Advisors. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. The members of the board of managers of Terra Fund Advisors are Bruce Batkin and Simon Milde. Terra Capital Partners exercises sole voting and dispositive power over the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, and shares voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. Terra Fund Advisors exercises sole dispositive power and shared voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary.

F6 · ownership.nature: (Continued from Footnote 5) Terra Capital Partners may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, and the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT. Terra Fund Advisors may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. 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 Shares reported herein as directly owned.

F7 · ownership.nature: (Continued from Footnote 6) Accordingly, each of Terra Capital Partners and Terra Fund Advisors disclaims beneficial ownership of the Shares owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, 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 or for any other purpose.

SEC source: 0000899243-22-032837 · doc4.xml · nonDerivative · entry 1

Terra Capital Partners, LLC · CIK 0001639928 · 10% owner

Terra REIT Advisors, LLC · CIK 0001798836 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See FN

Disclosed balance after: 0

F1 · kind: On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.

F2 · kind: Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock" and each a "Share").

F1 · price: On May 2, 2022, Terra Income Fund 6, Inc. ("Terra BDC") and Terra Property Trust, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Terra BDC, Terra Merger Sub, LLC, a wholly owned subsidiary of TPT ("Merger Sub"), Terra Income Advisors, LLC, and Terra REIT Advisors, LLC ("Terra REIT Advisors"). Pursuant to the Merger Agreement, on October 1, 2022, Terra BDC merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity of the Merger and a wholly owned subsidiary of TPT.

F2 · price: Pursuant to a reclassification exempt under Rule 16b-7, on October 1, 2022, each share of TPT common stock outstanding immediately prior to the Merger was automatically changed into one issued and outstanding share of TPT Class B Common Stock, par value $0.01 per share ("TPT Class B Common Stock" and each a "Share").

F3 · ownership.nature: 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 ("Terra Offshore REIT"), and (ii) 17,029,775.95 Shares owned by Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Terra Fund 5"), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Terra Fund 7"), through a controlled subsidiary (the "Controlled Subsidiary"). Terra REIT Advisors serves as manager to each of TIFI and TIF5 International, and also serves as adviser to Terra Offshore REIT. Terra REIT Advisors is managed by, and also is a wholly-owned subsidiary of, Terra Capital Partners, LLC, a Delaware limited liability company ("Terra Capital Partners").

F4 · ownership.nature: (Continued from Footnote 3) On March 2, 2020, the Issuer, Terra Fund 5, the Controlled Subsidiary and Terra REIT Advisors entered into the Amended and Restated Voting Agreement (the "Voting Agreement"), pursuant to which for the period that Terra REIT Advisors remains the external manager of the Issuer, Terra REIT Advisors will have the right to nominate two individuals to serve as directors of the Issuer and, until the Controlled Subsidiary no longer holds at least 10% of the outstanding Shares, Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, will have the right to nominate one individual to serve as a director of the Issuer, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020. The Controlled Subsidiary is managed by Terra Fund 5 and Terra Fund 7, its managing members.

F5 · ownership.nature: (Continued from Footnote 4) Terra Fund 5 is managed by Terra Fund Advisors, LLC, a Delaware limited liability company ("Terra Fund Advisors"), its managing member. Terra Fund 7 is managed by a wholly-owned subsidiary of Terra Fund Advisors, which in turn is managed by Terra Fund Advisors. Subject to certain restrictions, Terra Fund Advisors is managed by its board of managers. The members of the board of managers of Terra Fund Advisors are Bruce Batkin and Simon Milde. Terra Capital Partners exercises sole voting and dispositive power over the Shares owned by TIFI and TIF5 International through Terra Offshore REIT, and shares voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. Terra Fund Advisors exercises sole dispositive power and shared voting power over the Shares owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary.

F6 · ownership.nature: (Continued from Footnote 5) Terra Capital Partners may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, and the Shares owned by TIFI and TIF5 International, through Terra Offshore REIT. Terra Fund Advisors may be deemed to beneficially own the Shares that are owned by Terra Fund 5 and Terra Fund 7 through the Controlled Subsidiary. 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 Shares reported herein as directly owned.

F7 · ownership.nature: (Continued from Footnote 6) Accordingly, each of Terra Capital Partners and Terra Fund Advisors disclaims beneficial ownership of the Shares owned by Terra Fund 5 and Terra Fund 7, through the Controlled Subsidiary, 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 or for any other purpose.