Edgar Filing: Tempus Applied Solutions Holdings, Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â COHEN PETER A

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]

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE,Â 20TH FLOOR

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 Original Filed(Month/Day/Year)
10/28/2015

(Street)

NEW YORK,Â NYÂ 10022

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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
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

Reporting Owners

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

Signatures

By: /s/ Peter A. Cohen		11/06/2015
^**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		11/06/2015
^**Signature of Reporting Person		Date
RCG LV Pearl LLC, By: Cowen Group, Inc., sole member, By: /s/ Owen S. Littman, General Counsel		11/06/2015
^**Signature of Reporting Person		Date
Cowen Group, Inc., By: /s/ Owen S. Littman, General Counsel		11/06/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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