Filing Details
- Accession Number:
- 0000898432-21-000392
- Form Type:
- 13G Filing
- Publication Date:
- 2021-05-23 20:00:00
- Filed By:
- Kuvare Insurance Services Lp
- Company:
- Lument Finance Trust Inc. (NYSE:LFT)
- Filing Date:
- 2021-05-24
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| Kuvare Insurance Services | 0 | 200,000 | 0 | 200,000 | 200,000 | 8.33% |
| Kuvare Insurance Services | 0 | 200,000 | 0 | 200,000 | 200,000 | 8.33% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. )*
| Lument Finance Trust, Inc. |
| (Name of Issuer) |
| 7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 55025L 207 |
| (CUSIP Number) |
| April 28, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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).
| 1 | NAMES OF REPORTING PERSONS Kuvare Insurance Services LP | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 47-3990448 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 200,000 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 200,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 200,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 8.33%1 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
(1) Based on a total of 2,400,000 shares of 7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, outstanding as of May 5, 2021, as reported on the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 11, 2021.
| 1 | NAMES OF REPORTING PERSONS Kuvare Insurance Services LLC | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 81-2244718 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 200,000 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 200,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 200,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 8.33%1 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO, HC | |||||
(1) Based on a total of 2,400,000 shares of 7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, outstanding as of May 5, 2021, as reported on the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 11, 2021.
| Item 1(a). | Name of Issuer: | |
| Lument Finance Trust, Inc. (the “Issuer”) | ||
| Item 1(b). | Address of Issuer's Principal Executive Offices: | |
| 230 Park Avenue, 23rd Floor | ||
| New York, NY 10017 | ||
| Item 2(a). | Name of Person Filing: | |
| This Schedule 13G is filed by: Kuvare Insurance Services LP (“KIS”) Kuvare Insurance Services LLC (“KIS GP”) (each individually a “Reporting Person” and collectively the “Reporting Persons”). KIS is a limited partnership, and KIS GP is KIS’s sole general partner. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A. Pursuant to the
Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G and any amendment thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
| KIS: | 55 W. Monroe St. - Suite 1930 Chicago, IL 60641 | |
| KIS GP: | 55 W. Monroe St. - Suite 1930 Chicago, IL 60641 | |
| Item 2(c). | Citizenship: | |
| KIS: Delaware KIS GP: Delaware | ||
| Item 2(d). | Title of Class of Securities: | |
| 7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Preferred Stock”) | ||
| Item 2(e). | CUSIP Number: 55025L 207 | |
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ____________________________ . |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: KIS: 200,000 KIS GP: 200,000 KIS has been delegated exclusive voting and dispositive power of the shares of Preferred Stock reported on this Schedule 13G, which are directly held by an entity that is affiliated with KIS.
Pursuant to this delegation, KIS has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, these shares. As the sole general partner of KIS, KIS GP may be deemed to have the power to
vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, these shares. Each reporting person disclaims beneficial ownership of the Preferred Stock reported on this Schedule 13G in excess of its pecuniary interests, if any, and this report shall not be deemed an
admission that the reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Act or for any other purpose. |
| (b) | Percent of class: KIS: 8.33% KIS GP: 8.33% Such percentages are based on a total of 2,400,000 shares of Preferred Stock outstanding as of May 5, 2021, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2021, filed with the Securities and Exchange Commission on May 11, 2021. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: KIS: 0 KIS GP: 0 |
| (ii) | Shared power to vote or to direct the vote: KIS: 200,000 KIS GP: 200,000 |
| (iii) | Sole power to dispose or to direct the disposition of: KIS: 0 KIS GP: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: KIS: 200,000 KIS GP: 200,000 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following ☐. | |
| Not applicable. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| All securities reported on this Schedule 13G are directly held by clients of KIS. The following client holds more than 5% of the class of securities: Kuvare US Holdings, Inc. - 8.33% | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 24, 2021
| KUVARE INSURANCE SERVICES LP | ||
| By: | /s/ Katherine Stabler | |
| Name: Katherine Stabler | ||
| Title: Chief Legal Officer | ||
| KUVARE INSURANCE SERVICES LLC | ||
| By: | /s/ Dhiren Jhaveri | |
| Name: Dhiren Jhaveri | ||
| Title: Chief Executive Officer | ||
LIST OF EXHIBITS
| Exhibit No. | Description | |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned (Kuvare Insurance Services LP and Kuvare Insurance Services LLC, each a “Reporting
Person” and collectively the “Reporting Persons”) hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the 7.875% Series A Cumulative Redeemable Preferred
Stock, par value $0.01 per share, of Lument Finance Trust, Inc., a Maryland corporation, and that this Agreement may be included as an exhibit to such joint filing. Each of the Reporting Persons makes no representations as to the accuracy or adequacy
of the information set forth in the Schedule 13G or any amendments thereto with respect to any other Reporting Person. Each of the Reporting Persons shall promptly notify the other Reporting persons if any of the information set forth in the Schedule
13G or any amendments thereto become inaccurate in any material respect or if said Reporting Person learns of information that would require an amendment to the Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 24, 2021.
| KUVARE INSURANCE SERVICES LP | ||
| By: | /s/ Katherine Stabler | |
| Name: Katherine Stabler | ||
| Title: Chief Legal Officer | ||
| KUVARE INSURANCE SERVICES LLC | ||
| By: | /s/ Dhiren Jhaveri | |
| Name: Dhiren Jhaveri | ||
| Title: Chief Executive Officer | ||