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Filing Details

Accession Number:: 0001140361-19-008501
Form Type:: 13D Filing
Publication Date:: 2019-05-06 18:01:15

Filed By:: Robotti Robert
Company:: Amrep Corp. (NYSE:AXR)
Filing Date:: 2019-05-07
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Robert E. Robotti	7,018	596,358	7,018	596,358	603,376	7.4%
Robotti Company, Incorporated	0	596,358	0	596,358	596,358	7.3%
Robotti Securities	0	4,900	0	4,900	4,900	Less than 1%
Robotti Company Advisors	0	591,458	0	591,458	591,458	7.3%
Kenneth R. Wasiak	0	337,143	0	337,143	337,143	4.2%
Ravenswood Management Company	0	337,143	0	337,143	337,143	4.2%
The Ravenswood Investment Company	0	207,940	0	207,940	207,940	2.6%
Ravenswood Investments III	0	129,203	0	129,203	129,203	1.6%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

AMREP Corporation

(Name of Issuer)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

	032159 10 5
(CUSIP Number)

Robert Robotti

c/o Robotti & Company, Incorporated

60 East 42^nd Street, Suite 3100

New York, New York 10165

212-986-4800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 1, 2019

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

(Page 1 of 14 Pages)

*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 the disclosures provided in a prior cover page.

The information required in 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).

Names of Reporting Persons.
Robert E. Robotti

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

AF, OO

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Sole Voting Power: 7,018.63

Beneficially

Shared Voting Power: 596,358

Owned by

Each

Sole Dispositive Power: 7,018.63

Reporting

Person With

10.

Shared Dispositive Power: 596,358

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

603,376.63

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

7.4%

14.

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.
Robotti & Company, Incorporated

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

New York

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 596,358

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 596,358

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

596,358

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

7.3%

14.

Type of Reporting Person (See Instructions)

CO, HC

Names of Reporting Persons.
Robotti Securities, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

New York

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 4,900

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 4,900

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,900

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

Less than 1%

14.

Type of Reporting Person (See Instructions)

OO, BD

Names of Reporting Persons.
Robotti & Company Advisors, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

New York

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 591,458

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 591,458

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

591,458

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

7.3%

14.

Type of Reporting Person (See Instructions)

OO, IA

Names of Reporting Persons.
Kenneth R. Wasiak

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 337,143

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 337,143

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

337,143

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

4.2%

14.

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.
Ravenswood Management Company, L.L.C.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

New York

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 337,143

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 337,143

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

337,143

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

4.2%

14.

Type of Reporting Person (See Instructions)

Names of Reporting Persons.
The Ravenswood Investment Company, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 207,940

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 207,940

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

207,940

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

2.6%

14.

Type of Reporting Person (See Instructions)

Names of Reporting Persons.
Ravenswood Investments III, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☒

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

New York

Number of

Sole Voting Power: -0-

Beneficially

Shared Voting Power: 129,203

Owned by

Each

Sole Dispositive Power: -0-

Reporting

Person With

10.

Shared Dispositive Power: 129,203

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

129,203

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

1.6%

14.

Type of Reporting Person (See Instructions)

This Statement on Schedule 13D Amendment No. 4 (this "Statement") is filed on behalf of the Reporting Persons (as defined below) with the Securities and Exchange Commission (the "Commission"). This Statement amends and restates the Statement on Schedule 13D relating to shares of Common Stock, par value $0.10 Per Share (the "Common Stock"), of AMREP Corporation (the "Issuer"), filed on October 26, 2007 with the Commission as amended by Amendment No. 1 thereto, filed with the Commission on September 23, 2010, as amended by Amendment No. 2 thereto, filed with the Commission on February 15, 2012, and as amended by Amendment No. 3 thereto, filed with the Commission on November 20, 2015 (as so amended, the "Amended Statement"), as specifically set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.

Item 2.

Identity and Background

Item 2 of the Amended Statement is hereby amended and restated to read as follows:

(a), (b), (c) and (f). This Statement is filed on behalf of Robert E. Robotti ("Robotti"), Robotti & Company, Incorporated ("ROBT"), Robotti Securities, LLC ("Robotti Securities"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Kenneth R. Wasiak ("Wasiak"), Ravenswood Management Company, L.L.C. ("RMC"), the Ravenswood Investment Company, L.P. ("RIC"), and Ravenswood Investments III, L.P. ("RI," and together with Robotti, ROBT, Robotti Securities, Robotti Advisors, Wasiak, RMC, and RIC the "Reporting Persons").

Mr. Robotti is a United States citizen whose principal occupation is serving as the president and treasurer of ROBT. ROBT, a New York corporation, is the parent holding company of Robotti Securities and Robotti Advisors. Robotti Securities, a New York limited liability company, is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Robotti Advisors, a New York limited liability company, is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Mr. Wasiak, a United States citizen, is retired. Each of Messrs. Robotti and Wasiak are Managing Member of RMC. RMC, a New York limited liability company, is the general partner of RIC and RI. RIC, a Delaware limited partnership, and RI, a New York limited partnership, are private investment partnerships engaged in the purchase and sale of securities for their own accounts. RIC and RI are also advisory clients of Robotti Advisors.

The address of each of the Reporting Persons other than Mr. Wasiak is 60 East 42^nd Street, Suite 3100, New York, NY 10165. Mr. Wasiak's business address is 104 Gloucester Road, Massapequa, NY 11758.

Executive Officers and Directors:

In accordance with the provisions of General Instruction C to Schedule 13D information concerning executive officers and directors of ROBT, Robotti Securities and Robotti Advisors is included in Schedule A hereto, which is incorporated by reference herein.

(d) and (e). None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a 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.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Amended Statement is hereby amended and restated to read as follows:

The aggregate purchase price of the 4,900 shares of the Common Stock held by Robotti Securities is $42,814.05 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Securities were paid for using the working capital of its discretionary customers.

The aggregate purchase price of the 254,315 shares of the Common Stock held by Robotti Advisors, other than shares held by RIC and RI which are detailed immediately below, is $2,819,506.28 (including brokerage fees and expenses). All of such shares of Common Stock beneficially held by Robotti Advisors were paid for using the working capital of its advisory clients.

The aggregate purchase price of the 207,940 shares of the Common Stock held by RIC is $2,528,593.24 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by RIC were paid for using its working capital.

The aggregate purchase price of the 129,203 shares of the Common Stock held by RI is $1,450,994.13 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by RI were paid for using its working capital.

The information regarding Mr. Robotti’s deferred stock units in Item 5 of this Statement is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Amended Statement is hereby amended and restated to read as follows:

(a)-(b). As of May 6, 2019, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

Reporting Person	Aggregate Number of Shares	Number of Shares: Sole Power to Vote or Dispose	Number of Shares: Shared Power to Vote or Dispose	Approximate Percentage*

Robotti (1)(2)(3)(4)(5)	603,376.63	7,018.63**	596,358	7.42%
ROBT (1)(2)(3)	596,358	0	596,358	7.34%
Robotti Securities (1)(2)	4,900	0	4,900	***
Robotti Advisors (1)(3)(4)(5)	591,458	0	591,458	7.28%
Wasiak (1)(4)(5)	337,143	0	337,143	4.15%
RMC (1)(4)(5)	337,143	0	337,143	4.15%
RIC (1)(4)	207,940	0	207,940	2.56%
RI (1)(5)	129,203	0	129,203	1.59%

*Based on 8,127,904 shares of Common Stock, par value $0.10 per share, outstanding as of March 8, 2019 as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended January 31, 2019.

**This number represents 7,018.63 deferred stock units granted to Mr. Robotti in connection with his service as a director of the Issuer. These deferred stock units vested immediately upon grant. Each deferred stock unit represents the right to receive one share of the Issuer's common stock, which will be distributed within 30 days after the first day of the month to follow the grantee's termination of service as a director of the Issuer. Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, Mr. Robotti is deemed to beneficially own the underlying shares of the Issuer’s common stock.

*** Less than one percent.

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person except to the extent of such Reporting Person's pecuniary interest therein, if any.

(2) Each of Mr. Robotti and ROBT share with Robotti Securities the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 4,900 shares of Common Stock owned by the discretionary customers of Robotti Securities.

(3) Each of Mr. Robotti and ROBT share with Robotti Advisors the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 591,458 shares of Common Stock owned by the advisory clients of Robotti Advisors.

(4) Each of Messrs. Robotti and Wasiak, Robotti Advisors and RMC share with RIC the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 207,940 shares of Common Stock owned by RIC.

(5) Each of Messrs. Robotti and Wasiak, Robotti Advisors and RMC share with RI the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 129,203 shares of Common Stock owned by RI.

(c) Since March 2, 2019, sixty days prior to the event requiring filing of this Statement, there were no purchases or sales in the Issuer's Common Stock by the Reporting Persons. During the period, one or more accounts, which held a total of 13,409 shares of Common Stock, ceased being either a discretionary customer of Robotti Securities or an advisory client of Robotti Advisors.

(d)Robotti Securities’ discretionary customers and Robotti Advisors’ advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned by them. Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons. No discretionary customer or advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Issuer's Common Stock.

(e)Not Applicable.

(The remainder of this page was intentionally left blank)

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 6, 2019

		Robotti & Company, Incorporated

/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
Robert E. Robotti			Name: Robert E. Robotti
			Title: President and Treasurer

Robotti Securities, LLC		Robotti & Company Advisors, LLC


By:	/s/ Robert E. Robotti	By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti		Name: Robert E. Robotti
	Title: President and Treasurer		Title: President and Treasurer

		/s/ Kenneth R. Wasiak
		Kenneth R. Wasiak

Ravenswood Management Company, L.L.C.		The Ravenswood Investment Company, L.P.

By:	/s/ Robert E. Robotti	By:	Ravenswood Management Company, L.L.C.
	Name: Robert E. Robotti		Its General Partner
	Title: Managing Member

Ravenswood Investments III, L.P.		By:	/s/ Robert E. Robotti
			Name: Robert E. Robotti
By:	Ravenswood Management Company, L.L.C.		Title: Managing Member
	Its General Partner

By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti
	Title: Managing Member

Schedule A

The following table sets forth certain information concerning each of the directors and executive officers of each of the entities named below as of the date hereof.

Robotti & Company, Incorporated, Robotti Securities, LLC, and Robotti & Company Advisors, LLC

Name:		Robert E. Robotti
		(Director, President, Treasurer)
Citizenship		U.S.A.
Principal Occupation:		President and Treasurer, Robotti & Company, Incorporated
Business Address:		60 East 42^nd Street, Suite 3100, New York, New York 10165

Name:		Nancy Seklir
		(Director)
Citizenship:		U.S.A.
Principal Occupation:		Retired
Business Address:		c/o Robotti & Company, Incorporated 60 East 42^nd Street, Suite 3100, New York, New York 10165

Name:		Kenneth R. Wasiak
		(Director)
Citizenship		U.S.A.
Principal Occupation:		Retired
Business Address:		104 Gloucester Road, Massapequa, New York, 11758

Name:		Suzanne Robotti
		(Director)
Citizenship		U.S.A.
Principal Occupation:		Founder, Medshadow Foundation
Business Address:		60 East 42^nd Street, Suite 3100, New York, New York 10165

Name:		Erwin Mevorah
		(Vice President, Secretary)
Citizenship		U.S.A.
Principal Occupation:		Vice President and Secretary, Robotti & Company, Incorporated
Business Address:		60 East 42^nd Street, Suite 3100, New York, New York 10165

(The remainder of this page was intentionally left blank)