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Cowen Holdings, Inc., et al. – ‘4’ for 3/29/19 re: Tempus Applied Solutions Holdings, Inc.

On:  Wednesday, 10/16/19, at 6:05pm ET   ·   For:  3/29/19   ·   Accession #:  1466538-19-97   ·   File #:  0-55534   ·   Deletion:  This Filing was Deleted by the SEC on 10/21/19.

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/16/19  Cowen Holdings, Inc.              4                      1:28K  Tempus Applied Solutions Hol… Inc Cowen Inc.
          RCG LV Pearl LLC                                                                                         
          Cowen & Co., LLC                                                                                         
          Cowen Investments II LLC                                                                                 
          Cowen Inc.                                                                                               
          Solomon Jeffrey M

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      4K 
                Securities by an Insider --                                      
                wf-form4_157126349195475.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — wf-form4_157126349195475.xml/3.6
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  3/29/19
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  1628871
Issuer Name:  Tempus Applied Solutions Holdings, Inc.
Issuer Trading Symbol:  CNAC
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1466538
Owner Name:  COWEN INC.
Reporting Owner Address:
Owner Street 1:  599 LEXINGTON AVENUE, 20TH FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1771946
Owner Name:  Cowen Investments II LLC
Reporting Owner Address:
Owner Street 1:  599 LEXINGTON AVENUE
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  48966
Owner Name:  COWEN AND COMPANY, LLC
Reporting Owner Address:
Owner Street 1:  599 LEXINGTON AVENUE
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1355007
Owner Name:  Cowen Holdings, Inc.
Reporting Owner Address:
Owner Street 1:  599 LEXINGTON AVENUE
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1613404
Owner Name:  RCG LV Pearl LLC
Reporting Owner Address:
Owner Street 1:  599 LEXINGTON AVENUE
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1275922
Owner Name:  SOLOMON JEFFREY M
Reporting Owner Address:
Owner Street 1:  599 LEXINGTON AVENUE
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  3/29/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.32
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  610,800
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  4/30/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  400
Transaction Price Per Share:
Value:  10.245
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  611,200
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  4/30/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,726
Transaction Price Per Share:
Value:  10.29
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  612,926
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  4/30/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  6,836
Transaction Price Per Share:
Value:  10.30
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  619,762
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  4/30/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  300
Transaction Price Per Share:
Value:  10.34
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  620,062
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  5/30/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.34
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  620,162
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  5/31/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,500
Transaction Price Per Share:
Value:  10.34
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  621,662
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  6/4/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,000
Transaction Price Per Share:
Value:  10.35
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  622,662
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  6/4/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.39
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  622,762
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  6/27/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  200
Transaction Price Per Share:
Value:  10.38
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  622,962
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  6/28/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.40
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  623,062
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  7/22/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F3
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.34
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  622,962
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  7/22/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F3
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.36
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  622,862
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Transaction:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Transaction Date:
Value:  7/22/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F3
Transaction Amounts:
Transaction Shares:
Value:  100
Transaction Price Per Share:
Value:  10.40
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  622,762
Footnote ID:  F2
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen and Company, LLC
Non-Derivative Holding:
Security Title:
Value:  Ordinary Shares
Footnote ID:  F1
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  308,586
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Cowen Investments II LLC
Derivative Table:
Footnotes:
Footnote - F1:  This Form 4 is filed jointly by Cowen Inc., Cowen Investments II LLC ("Cowen Investments II"), Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings"), RCG LV Pearl LLC ("RCG") and Jeffrey M. Solomon (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of Constellation Alpha Capital Corp.'s (the "Issuer") outstanding ordinary shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Footnote - F2:  Represents securities owned directly by Cowen and Company. As the sole member of Cowen and Company, Cowen Holdings may be deemed to beneficially own the securities owned directly by Cowen and Company. As the sole member of Cowen Holdings, RCG may be deemed to beneficially own the securities owned directly by Cowen and Company. As the sole member of RCG, Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company. As Chief Executive Officer of Cowen Inc., Mr. Solomon may be deemed to beneficially own the securities owned directly by Cowen and Company.
Footnote - F3:  The sales by Reporting Persons on 7/22/19 of 100 Ordinary Shares at $10.34, 100 Ordinary Shares at $10.36 and 100 Ordinary Shares at $10.40, as reported herein, were in each case matchable under Section 16(b) of the Exchange Act of 1934, as amended, with the purchase by the Reporting Persons of 300 Ordinary Shares at a price of $10.2450 on 4/30/19. The Reporting Persons have delivered a payment to the Issuer in the amount of $36.50, which represents the full amount of the profit realized in connection with these short-swing transactions.
Footnote - F4:  Represents securities owned directly by Cowen Investments II as of 7/22/19, the date of the last transaction reported by this Form 4. As the sole member of Cowen Investments II, RCG may be deemed to beneficially own the securities owned directly by Cowen Investments II. As the sole member of RCG, Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Investments II. As Chief Executive Officer of Cowen Inc., Mr. Solomon may be deemed to beneficially own the securities owned directly by Cowen Investments II.
Remarks:
Owner Signature:
Signature Name:  Cowen Investments II, LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member By: /s/ Owen S. Littman Its: General Counsel
Signature Date:  10/16/19
Owner Signature:
Signature Name:  Cowen and Company, LLC, By: Cowen Holdings Inc., sole member By: /s/ Owen S. Littman Its: General Counsel
Signature Date:  10/16/19
Owner Signature:
Signature Name:  Cowen Holdings, Inc. By: /s/ Owen S. Littman Its: General Counsel
Signature Date:  10/16/19
Owner Signature:
Signature Name:  Cowen Inc. By: /s/ Owen S. Littman Its: General Counsel
Signature Date:  10/16/19
Owner Signature:
Signature Name:  Cowen Investments, LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member, By: /s/ Owen S. Littman, General Counsel
Signature Date:  10/16/19


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