Filing Details
- Accession Number:
- 0001140361-19-002955
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-12 17:01:04
- Filed By:
- Hn Investors 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 |
|---|---|---|---|---|---|---|
| HN Investors | 8,625,000 | 8,625,000 | 8,625,000 | 20.0% | ||
| Sean A. Hehir | 8,625,000 | 8,625,000 | 8,625,000 | 20.0% | ||
| Lee S. Neibart | 8,625,000 | 8,625,000 | 8,625,000 | 20.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Trinity Merger Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
89653L 106
(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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of 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 in 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, as amended (the “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).
| CUSIP No. 89653L 106 | Schedule 13G |
| 1 | NAME OF REPORTING PERSON | | | ||
| | | | |||
| HN Investors LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 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 | | | |
| - 0 - | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| - 0 - | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.0% (4) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON | | | ||
| OO | | | |||
| | | ||||
| (1) | The securities are held directly by HN Investors LLC (the “Sponsor”). Sean A. Hehir and Lee
S. Neibart (together with the Sponsor, the “Reporting Persons”) are the managers of the Sponsor and share voting and investment discretion with respect to
the common stock held of record by the Sponsor. As a result, each of the Reporting Persons may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the Reporting Persons disclaims
beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
| (2) | The Sponsor owns 8,625,000 shares of Class B Common Stock of the Issuer, which are convertible for shares of the Issuer’s Class A Common Stock as described under the
heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-224244) (the “Registration Statement”)
and have no expiration date. |
| (3) | Excludes 12,350,000 shares of Class A Common Stock issuable upon the exercise of 12,350,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is
exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning on the later of May 17, 2019 or 30 days after the completion of the Issuer’s initial business
combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the
Registration Statement. |
| (4) | Based on 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class B Common Stock outstanding as of November 13, 2017, as reported by the Issuer in its
quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
| CUSIP No. 89653L 106 | Schedule 13G |
| 1 | NAME OF REPORTING PERSON | | | ||
| | | | |||
| Sean A. Hehir | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 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 | | | |
| - 0 - | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| - 0 - | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.0% (4) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON | | | ||
| IN | | | |||
| | | ||||
| (1) | The securities are held directly by HN Investors LLC (the “Sponsor”). Sean A. Hehir and Lee S. Neibart (together with the Sponsor, the “Reporting Persons”) are the
managers of the Sponsor and share voting and investment discretion with respect to the common stock held of record by the Sponsor. As a result, each of the Reporting Persons may be deemed to have or share beneficial ownership of the
securities held directly by the Sponsor. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
| (2) | The Sponsor owns 8,625,000 shares of Class B Common Stock of the Issuer, which are convertible for shares of the Issuer’s Class A Common Stock as described under the
heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-224244) (the “Registration Statement”) and have no expiration date. |
| (3) | Excludes 12,350,000 shares of Class A Common Stock issuable upon the exercise of 12,350,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is
exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning on the later of May 17, 2019 or 30 days after the completion of the Issuer’s initial business
combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the
Registration Statement. |
| (4) | Based on 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class B Common Stock outstanding as of November 13, 2017, as reported by the Issuer in its
quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
| CUSIP No. 89653L 106 | Schedule 13G |
| 1 | NAME OF REPORTING PERSON | | | ||
| | | | |||
| Lee S. Neibart | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 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 | | | |
| - 0 - | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| - 0 - | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 8,625,000(1)(2)(3) | | | |||
| | | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.0% (4) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON | | | ||
| IN | | | |||
| | | ||||
| (1) | The securities are held directly by HN Investors LLC (the “Sponsor”). Sean A. Hehir and Lee S. Neibart (together with the Sponsor, the “Reporting Persons”) are the
managers of the Sponsor and share voting and investment discretion with respect to the common stock held of record by the Sponsor. As a result, each of the Reporting Persons may be deemed to have or share beneficial ownership of the
securities held directly by the Sponsor. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
| (2) | The Sponsor owns 8,625,000 shares of Class B Common Stock of the Issuer, which are convertible for shares of the Issuer’s Class A Common Stock as described under the
heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-224244) (the “Registration Statement”) and have no expiration date. |
| (3) | Excludes 12,350,000 shares of Class A Common Stock issuable upon the exercise of 12,350,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is
exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning on the later of May 17, 2019 or 30 days after the completion of the Issuer’s initial business
combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the
Registration Statement. |
| (4) | Based on 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class B Common Stock outstanding as of November 13, 2017, as reported by the Issuer in its
quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
| Item 1(a). | Name of Issuer: |
Trinity Merger Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
55 Merchant Street, Suite 1500
Honolulu, HI 96813
| Item 2(a). | Name of Person Filing: |
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| 1. | HN Investors LLC | |
| 2. | Sean A. Hehir | |
| 3. | Lee S. Neibart |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is as follows:
55 Merchant Street, Suite 1500
Honolulu, HI 96813
| Item 2(c). | Citizenship: |
See responses to Item 4 on each cover page.
| Item 2(d). | Titles of Classes of Securities: |
Class A Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number: |
89653L 106
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange 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) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ | 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) | ☐ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
______________ .
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See responses to Item 5 on each cover page. |
| (ii) | Shared power to vote or to direct the vote: | |
| See responses to Item 6 on each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See responses to Item 7 on each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: | |
| See responses to Item 8 on each cover page. |
| 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. |
Not Applicable.
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
| HN Investors LLC | ||
| By: | /s/ Sean A. Hehir | |
| Name: | Sean A. Hehir | |
| Title: | Manager | |
| Sean A. Hehir | ||
| By: | /s/ Sean A. Hehir | |
| Name: | Sean A. Hehir | |
| Lee S. Neibart | ||
| By: | /s/ Lee S. Neibart | |
| Name: | Lee S. Neibart | |
Exhibit Index
| Exhibit No. | Description | |
| Joint Filing Agreement, dated as of February 12, 2019, by and among HN Investors LLC, Sean A. Hehir and Lee S. Neibart. |