Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Tempus Applied Solutions Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88024L 100

(CUSIP Number)

Owen S. Littman, Esq.

Cowen Inc.

599 Lexington Avenue

New York, New York 10022

(212) 845-7900

 

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 29, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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
				Cowen Investments LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							3,615,203 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,615,203 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,615,203 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				21.9%
	14		TYPE OF REPORTING PERSON
				OO

  

__________

 

(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537 shares of Common Stock underlying IPO Warrants.

	1		NAME OF REPORTING PERSON
				RCG LV Pearl LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							3,615,203 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,615,203 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,615,203 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				21.9%
	14		TYPE OF REPORTING PERSON
				OO

  

__________ 

 

(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537 shares of Common Stock underlying IPO Warrants.

 

	1		NAME OF REPORTING PERSON
				Cowen Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							3,615,203 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,615,203 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,615,203 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				21.9%
	14		TYPE OF REPORTING PERSON
				CO

  

__________

 

(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537 shares of Common Stock underlying IPO Warrants.

 

	1		NAME OF REPORTING PERSON
				Peter A. Cohen
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							3,615,203 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,615,203 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,615,203 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				21.9%
	14		TYPE OF REPORTING PERSON
				IN

  

__________

 

(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537 shares of Common Stock underlying IPO Warrants.

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by Cowen Investments LLC, a Delaware limited liability company (“Cowen Investments”), RCG LV Pearl LLC, a Delaware limited liability company (“RCG”), Cowen Inc. (formerly known as Cowen Group, Inc.), a Delaware corporation (“Cowen Inc.”), and Peter A. Cohen. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

RCG is the sole member of Cowen Investments. Cowen Inc. is the sole member of RCG. Peter A. Cohen is the Chairman and Chief Executive Officer of Cowen Inc. By virtue of these relationships, each of RCG, Cowen Inc. and Peter A. Cohen may be deemed to beneficially own the Shares directly beneficially owned by Cowen Investments.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of RCG and Cowen Inc. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of Cowen Investments, RCG, Cowen Inc. and Peter A. Cohen is 599 Lexington Avenue, New York, New York 10022.

(c)       Cowen Inc. is a publicly traded diversified financial services firm. The principal business of Cowen Investments is investing in securities. The principal business of RCG is serving as a holding company. The principal occupation of Peter A. Cohen is serving as the Chairman and Chief Executive Officer of Cowen Inc.

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Cowen Investments is organized under the laws of the State of Delaware. RCG is organized under the laws of the State of Delaware. Cowen Inc. is organized under the laws of the State of Delaware. Peter A. Cohen is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer owned by Cowen Investments were acquired with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate cost of the 1,691,666 Shares owned directly by Cowen Investments is $3,444,000. The aggregate cost of the warrants, exercisable into a total of 1,923,537 Shares, owned directly by Cowen Investments is $826,875.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

Peter A. Cohen is no longer a director of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 16,480,574 Shares outstanding as of June 23, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on June 23, 2017 plus (i) 393,750 Shares acquired by the Reporting Persons through the exercise of the Series A-2 Warrants and Series A-3 Warrants and (ii) 1,923,537 Shares underlying IPO Warrants.

As of the close of business on the date hereof, Cowen Investments directly beneficially owned 3,615,203 Shares, consisting of (i) 1,691,666 Shares owned directly and (ii) 1,923,537 Shares underlying IPO Warrants, representing in the aggregate approximately 21.9% of the Shares outstanding. The IPO Warrants directly owned by Cowen Investments are all exercisable within 60 days of the date hereof. By virtue of their relationships with Cowen Investments discussed in further detail in Item 2, each of RCG, Cowen Inc. and Peter A. Cohen may be deemed to beneficially own the securities of the Issuer directly owned by Cowen Investments.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.

(b)       Cowen Investments may be deemed to share with RCG, Cowen Inc. and Peter A. Cohen the power to vote and dispose of the Shares directly beneficially owned by Cowen Investments.

(c)       On June 29, 2017, Cowen Investments exercised its (i) Series A-2 Warrants into 328,125 Shares at an exercise price of $0.08 per Share and (ii) Series A-3 Warrants into 65,625 Shares at an exercise price of $0.08 per Share.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Cowen Investments no longer owns Series A-2 Warrants or Series A-3 Warrants as a result of the exercise of such warrants as described in Item 5(c) above.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 30, 2017
	Cowen Investments LLC
	By:	RCG LV Pearl LLC, its sole member
	By:	Cowen Inc., its sole member
	By:	/s/ Owen S. Littman
		Name:	Owen S. Littman
		Title:	General Counsel

 

 

	RCG LV Pearl LLC
	By:	Cowen Inc., its sole member
	By:	/s/ Owen S. Littman
		Name:	Owen S. Littman
		Title:	General Counsel

 

 

	Cowen Inc.
	By:	/s/ Owen S. Littman
		Name:	Owen S. Littman
		Title:	General Counsel

 

 

	/s/ Peter A. Cohen
	Peter A. Cohen

  

SCHEDULE A

Executive Officers of RCG LV Pearl LLC

Name and Position	Present Principal Occupation	Business Address
Peter A. Cohen, Chief Executive Officer	Chairman and Chief Executive Officer of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue New York, New York 10022
Jeffrey M. Solomon, President	President of Cowen Inc., a publicly traded diversified financial services firm, and Chief Executive Officer of Cowen and Company, LLC, a registered broker-dealer	599 Lexington Avenue New York, New York 10022
John Holmes, Chief Operating Officer	Chief Operating Officer of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue  New York, New York 10022
Stephen A. Lasota, Chief Financial Officer	Chief Financial Officer of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue  New York, New York 10022
Owen S. Littman, General Counsel and Secretary	General Counsel and Secretary of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue  New York, New York 10022

 

Executive Officers and Directors of Cowen Inc.

Name and Position	Present Principal Occupation	Business Address
Peter A. Cohen, Chairman and Chief Executive Officer	Chairman and Chief Executive Officer of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue  New York, New York 10022
John Holmes, Chief Operating Officer	Chief Operating Officer of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue New York, New York 10022
Stephen A. Lasota, Chief Financial Officer	Chief Financial Officer of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue New York, New York 10022
Owen S. Littman, General Counsel and Secretary	General Counsel and Secretary of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue New York, New York 10022
Katherine Elizabeth Dietze, Director	Director of Cowen Inc., a publicly traded diversified financial services firm Director of Matthews International Corporation, a publicly traded designer, manufacturer and marketer of memorialization products and brand solutions Member of the Board of Trustees of Liberty Property Trust, a publicly traded, self-administered and self-managed Maryland real estate investment trust	599 Lexington Avenue New York, New York 10022

 

Steven Kotler, Director	Vice Chairman of Gilbert Global Equity Partners, a private equity firm	277 Park Avenue, 49th Floor New York, New York 10172
Jerome S. Markowitz, Lead Independent Director	Director of Cowen Inc., a publicly traded diversified financial services firm	599 Lexington Avenue New York, New York 10022
Jack H. Nusbaum, Director	Senior Partner of Willkie Farr & Gallagher LLP, a law firm	787 Seventh Avenue New York, New York 10019
Douglas A. Rediker, Director	Executive Chairman of International Capital Strategies, LLC, a policy and markets advisory boutique	1701 Pennsylvania Avenue, NW, Suite 300 Washington, DC 20006
Jeffrey M. Solomon, Director	President of Cowen Inc., a publicly traded diversified financial services firm, and Chief Executive Officer of Cowen and Company, LLC, a registered broker-dealer	599 Lexington Avenue New York, New York 10022
Joseph R. Wright, Director	Senior Advisor to The Chart Group, L.P., a merchant banking firm	555 5th Avenue, 19th Floor New York, New York 10017