FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Eliasch Johan

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/28/2017 

3. Issuer Name and Ticker or Trading Symbol

Tempus Applied Solutions Holdings, Inc. [TMPS]

(Last)        (First)        (Middle)

71 SOUTH AUDLEY STREET, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

LONDON, X0 W1K 1JA       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
10% Senior Secured Convertible Note     (1)   (1) Common Stock   77500000   $0.08   I   Through holding company   (2)

Explanation of Responses:
(1)  The 10% Senior Secured Convertible Note (the "Note") is convertible in whole or in part at any time into shares of the Issuer's common stock, par value $0.0001 per share. Payment of the principal amount of the Note is due April 28, 2018.
(2)  The Note is held by Santiago Business Co. International Ltd., a business company organized under the laws of the British Virgin Islands.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Eliasch Johan
71 SOUTH AUDLEY STREET
LONDON, X0 W1K 1JA

X

Santiago Business Co. International Ltd.
C/O GREYSTONE TRUST COMPANY
18 ATHOL STREET
DOUGLAS, Y8 IM1 1JA

X


Signatures
/s/ Johan Eliasch 5/8/2017
** Signature of Reporting Person Date

/s/ Guy Austin Wiltcher, Director, Talbot Directors Limited, (director of Santiago Business Co. International Ltd.) 5/8/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.