Filing Details
- Accession Number:
- 0000904454-19-000209
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-12 16:42:16
- Filed By:
- Westchester Capital Management, Llc
- Company:
- Trinity Merger Corp.
- Filing Date:
- 2019-02-12
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Westchester Capital Management | 1,835,397 | 1,835,397 | 1,835,397 | 5.32% | ||
| Westchester Capital Partners | 88,836 | 88,836 | 88,836 | .26% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| SCHEDULE 13G (Rule 13d-102) |
| Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. __)* |
| TRINITY MERGER CORP. |
| (Name of Issuer) Class A Common Stock, par value $0.0001 |
| (Title of Class of Securities) |
| 89653L106 |
| (CUSIP Number) December 31, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this schedule is filed: |
| [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1.. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westchester Capital Management, LLC 27-3790558 | ||||
| 2.. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] | |||
| 3.. | SEC USE ONLY | ||||
| 4.. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | 1,835,397 shares | ||
| 6. | SHARED VOTING POWER | None | |||
| 7. | SOLE DISPOSITIVE POWER | 1,835,397 shares | |||
| 8. | SHARED DISPOSITIVE POWER | None | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,835,397shares | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 5.32%* | |||
| 12. | TYPE OF REPORTING PERSON | IA | |||
* Based on 34,500,000 Shares outstanding as of November 9, 2018, as reported in the Issuer’s Quarterly Report for the
quarter ending September 30, 2018 filed with the Securities and Exchange Commission on November 9, 2018.
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westchester Capital Partners, LLC 13-3869675 | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | 88,836 shares | |
| 6. | SHARED VOTING POWER | None | ||
| 7. | SOLE DISPOSITIVE POWER | 88,836 shares | ||
| 8. | SHARED DISPOSITIVE POWER | None | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,836 shares | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | .26%* | ||
| 12. | TYPE OF REPORTING PERSON | IA | ||
* Based on 34,500,000 Shares outstanding as of November 9, 2018, as reported in the Issuer’s Quarterly Report for the
quarter ending September 30, 2018 filed with the Securities and Exchange Commission on November 9, 2018.
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G relates is Trinity
Merger Corp. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Company are located at 55 Merchant Street,
Suite 1500, Honolulu, Hawaii.
| Item 2(a). | Name of Person Filing |
This statement is being filed jointly by the following (each, a "Reporting
Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("WCM"), a Delaware limited liability company and Westchester Capital Partners LLC ("WCP"), a Delaware limited liability company.
WCM,
a registered investment adviser, serves as (a) investment advisor to each of The Merger Fund ("MF"), The Merger Fund VL (“MF VL”), WCM Alternatives: Credit Event Fund (“CEF”), WCM Alternative:s Event-Driven Fund ("EDF") and (b) the sub-advisor
to each of JNL Multi-Manager Alternative Fund (“JARB”) and JNL/Westchester Capital Event Driven Fund (“JNL”). WCP, a registered investment adviser, serves as investment advisor to WCM Master Trust ("Master Trust", together with MF, MF VL, CEF,
EDF, JARB and JNL the "Funds"). The Funds directly hold Common Stock for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T.
Shannon each serve as Co-Presidents of WCM and Co-Managers and members of WCP. Messrs. Behren and Shannon are indirect principal owners of WCM and WCP and may control WCM and WCP.
The Reporting Persons often make acquisitions in, and dispose of, securities of an
issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships described herein, these parties may be deemed to constitute a “group” for purposes of Section 13(g)(3) of the Act. The filing of this
statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
| Item 2(b). | Address or Principal Business Office or, if none, Residence: |
100 Summit Drive, Valhalla, NY 10595
| Item 2(c). | Citizenship |
Each of WCM and WCP are organized under the laws of the State of Delaware.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G
relates is Class A common stock, par value $0.0001 (“Common Stock”).
| Item 2(e). | CUSIP Number |
The CUSIP number for the Common Stock is 89653L106.
| Item 3. | If this statement
is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | |
| (c) | [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [ ] Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8). | |
| (e) | [X] An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| [ ] If this statement is filed pursuant to §240.13d-1(c), check this box. | ||
| Item 4. | Ownership |
The information set forth in Rows 5 through 11 of the cover pages to this Schedule
13G is incorporated herein by reference. WCM as (a) investment advisor to each of MF, MF VL, CEF, EDF, and (b) the sub-advisor to each of JARB and JNL may be
deemed to beneficially own shares of Common Stock held by MF, MF VL, CEF, EDF, JARB and JNL. WCP, as investment advisor to Master Trust may be deemed to
beneficially own shares of Common Stock held by the Master Trust. Messrs. Behren and Shannon each serve as Co-Presidents of WCM and Co-Managers and members of WCP. By virtue of these relationships, WCM, WCP and Messrs. Behren and Shannon may be
deemed to beneficially own the Common Stock held by the Funds, however, each of the Reporting Persons and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Common Stock, except to the extent of their pecuniary interest
therein. The filing of this Statement shall not be construed as an admission that the Reporting Persons and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by the Funds.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and
Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not Applicable.
| Item 8. | Identification and
Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2019
| WESTCHESTER CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Bruce Rubin | ||
| Name: Bruce Rubin Title: Chief Operating Officer | |||
| WESTCHESTER CAPITAL PARTNERS, LLC | |||
| By: | /s/ Bruce Rubin | ||
| Name: Bruce Rubin Title: Chief Compliance Officer | |||
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned
agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Trinity Merger Corp., and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 12, 2019.
Dated: February 12, 2019
| WESTCHESTER CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Bruce Rubin | ||
| Name: Bruce Rubin Title: Chief Operating Officer | |||
| WESTCHESTER CAPITAL PARTNERS, LLC | |||
| By: | /s/ Bruce Rubin | ||
| Name: Bruce Rubin Title: Chief Compliance Officer | |||