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 ).

 

CUSIP NO. 88024L 100

  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.

2

CUSIP NO. 88024L 100

  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.

3

CUSIP NO. 88024L 100

 

  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.

4

CUSIP NO. 88024L 100

 

  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.

5

CUSIP NO. 88024L 100

 

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.

6

CUSIP NO. 88024L 100

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.

7

CUSIP NO. 88024L 100

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.

8

CUSIP NO. 88024L 100

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
9

CUSIP NO. 88024L 100

  

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

     

 

 

CUSIP NO. 88024L 100

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

 

 

CUSIP NO. 88024L 100

Steven Kotler,

Director

Vice Chairman of Gilbert Global Equity Partners, a private equity firm 277 Park Avenue, 49 th 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 5 th Avenue, 19 th Floor

New York, New York 10017