SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
COHEN PETER A

(Last) (First) (Middle)
599 LEXINGTON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2015
3. Issuer Name and Ticker or Trading Symbol
Tempus Applied Solutions Holdings, Inc. [ TMPS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/28/2015
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)
Common Stock(1) 656,250 I(2) By Cowen Investments LLC
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
Warrant(1) 08/30/2015 12/13/2017 Common Stock 1,923,537 11.5 I(2) By Cowen Investments LLC
Series A-2 Warrant(1) 07/31/2015 07/31/2020 Common Stock or Series A Convertible Preferred Stock 328,125 4.8 I(2) By Cowen Investments LLC
Series A-3 Warrant(1) 08/14/2015 07/31/2020 Common Stock or Series A Convertible Preferred Stock 65,625 4.8 I(2) By Cowen Investments LLC
Series B-2 Warrant(1) 07/31/2015 10/31/2016 Common Stock or Series A Convertible Preferred Stock 109,375 5 I(2) By Cowen Investments LLC
Series B-3 Warrant(1) 08/14/2015 10/31/2016 Common Stock or Series A Convertible Preferred Stock 21,875 5 I(2) By Cowen Investments LLC
1. Name and Address of Reporting Person*
COHEN PETER A

(Last) (First) (Middle)
599 LEXINGTON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cowen Investments LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG LV Pearl LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COWEN GROUP, INC.

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3/A amends and restates in its entirety the Form 3 filed by Peter A. Cohen on October 28, 2015 and the Form 3 filed by Cowen Investments LLC ("Cowen Investments") on November 2, 2015 and constitutes the initial Form 3 of RCG LV Pearl LLC ("RCG") and Cowen Group, Inc. ("Cowen Group"). This Form 3/A is filed jointly by Cowen Investments, RCG, Cowen Group and Peter A. Cohen (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 the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Represents securities owned directly by Cowen Investments. As the sole member of Cowen Investments, RCG may be deemed to beneficially own the securities owned directly by Cowen Investments. As the sole member of RCG, Cowen Group may be deemed to beneficially own the securities owned directly by Cowen Investments. As the Chairman and Chief Executive Officer of Cowen Group, Mr. Cohen may be deemed to beneficially own the securities owned directly by Cowen Investments.
By: /s/ Peter A. Cohen 11/06/2015
Cowen Investments, LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel 11/06/2015
RCG LV Pearl LLC, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel 11/06/2015
Cowen Group, Inc., By: /s/ Owen S. Littman, General Counsel 11/06/2015
** 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).
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