Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
COHEN PETER A
   2. Issuer Name and Ticker or Trading Symbol
Tempus Applied Solutions Holdings, Inc. [TMPS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
599 LEXINGTON AVENUE, 20TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/22/2016
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 02/22/2016   J(3)   534,722 A (3) 1,190,972 I (2) By Cowen Investments LLC
Common Stock (1) 02/22/2016   J(3)   106,944 A (3) 1,297,916 I (2) By Cowen Investments LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-2 Warrant (1) (3) 02/22/2016   J(3)     109,375 07/31/2015 10/31/2016 Common Stock or Series A Convertible Preferred Stock 534,722 (3) $ 0 0 I (2) By Cowen Investments LLC
Series B-3 Warrant (1) (3) 02/22/2016   J(3)     21,875 08/14/2015 10/31/2016 Common Stock or Series A Convertible Preferred Stock 106,944 (3) $ 0 0 I (2) By Cowen Investments LLC
Warrant (1) $ 11.5             08/30/2015 12/13/2017 Common Stock 1,923,537   1,923,537 I (2) By Cowen Investments LLC
Series A-2 Warrant (1) $ 4.8             07/31/2015 07/31/2020 Common Stock or Series A Convertible Preferred Stock 328,125   328,125 I (2) By Cowen Investments LLC
Series A-3 Warrant (1) $ 4.8             08/14/2015 07/31/2020 Common Stock or Series A Convertible Preferred Stock 65,625   65,625 I (2) By Cowen Investments LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COHEN PETER A
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022		   X   X    
Cowen Investments LLC
599 LEXINGTON AVENUE
NEW YORK, NY 10022		     X    
RCG LV Pearl LLC
599 LEXINGTON AVENUE
NEW YORK, NY 10022		     X    
COWEN GROUP, INC.
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022		     X    

Signatures

 By: /s/ Peter A. Cohen   02/24/2016
**Signature of Reporting Person Date
 Cowen Investments, LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel   02/24/2016
**Signature of Reporting Person Date
 RCG LV Pearl LLC, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel   02/24/2016
**Signature of Reporting Person Date
 Cowen Group, Inc., By: /s/ Owen S. Littman, General Counsel   02/24/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) This Form 4 is filed jointly by Cowen Investments LLC ("Cowen Investments"), RCG LV Pearl LLC ("RCG"), Cowen Group, Inc. ("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.
(3) On February 22, 2016, Cowen Investments exercised its (i) Series B-2 Warrants into 534,722 Shares, and (ii) Series B-3 Warrants into 106,944 Shares, pursuant to a formula contained in the respective warrant agreements that did not require the payment of any cash consideration or the withholding of warrant shares upon such exercise.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.