Filing Details

Accession Number:
0000899140-17-000446
Form Type:
13D Filing
Publication Date:
2017-06-15 18:48:36
Filed By:
Xl Investments Ltd
Company:
Lument Finance Trust Inc. (NYSE:LFT)
Filing Date:
2017-06-16
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
XL Investments Ltd 0 7,794,537 0 7,794,537 7,794,537 36.61%
XL Group Investments Ltd 0 7,794,537 0 7,794,537 7,794,537 36.61%
XL Bermuda Ltd 0 7,804,767 0 7,804,767 7,804,767 36.65%
XL Group Investments 0 7,804,767 0 7,804,767 7,804,767 36.65%
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934*  (Amendment No. 7)
 
 
Five Oaks Investment Corp.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
33830W106
(CUSIP Number)
Matthew J. Murabito, Esq.
General Counsel
XL Group Investments LLC
200 Liberty Street, 22nd Floor
New York, New York 10281
(212) 915-6140


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

June 15, 2017
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No.  33830W106
 
 
Page 2 of 14 pages
     
1
 
 
NAMES OF REPORTING PERSONS
 
XL Investments Ltd
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☒
 
3
 
 
SEC USE ONLY
 
4
 
 
SOURCE OF FUNDS (See Instructions)
 
WC
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
-0-
 
8
 
 
SHARED VOTING POWER
7,794,537
 
9
 
 
SOLE DISPOSITIVE POWER
-0-
 
10
 
 
SHARED DISPOSITIVE POWER
7,794,537
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,794,537
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 ☐
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.61%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
CO

SCHEDULE 13D
CUSIP No.  33830W106
 
 
Page 3 of 14 pages
     
1
 
 
NAMES OF REPORTING PERSONS
 
XL Group Investments Ltd
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☒
 
3
 
 
SEC USE ONLY
 
4
 
 
SOURCE OF FUNDS (See Instructions)
 
N/A
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
-0-
 
8
 
 
SHARED VOTING POWER
7,794,537
 
9
 
 
SOLE DISPOSITIVE POWER
-0-
 
10
 
 
SHARED DISPOSITIVE POWER
7,794,537
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,794,537
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 ☐
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.61%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
CO
SCHEDULE 13D
CUSIP No.  33830W106
 
 
Page 4 of 14 pages
     
1
 
 
NAMES OF REPORTING PERSONS
 
XL Bermuda Ltd
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☒
 
3
 
 
SEC USE ONLY
 
4
 
 
SOURCE OF FUNDS (See Instructions)
N/A
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
-0-
 
8
 
 
SHARED VOTING POWER
7,804,767
 
9
 
 
SOLE DISPOSITIVE POWER
-0-
 
10
 
 
SHARED DISPOSITIVE POWER
7,804,767
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,804,767
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 ☐
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.65%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
CO
SCHEDULE 13D
CUSIP No.  33830W106
 
 
Page 5 of 14 pages
     
1
 
 
NAMES OF REPORTING PERSONS
 
XL Group Investments LLC
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☒
 
3
 
 
SEC USE ONLY
 
4
 
 
SOURCE OF FUNDS (See Instructions)
N/A
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
-0-
 
8
 
 
SHARED VOTING POWER
7,804,767
 
9
 
 
SOLE DISPOSITIVE POWER
-0-
 
10
 
 
SHARED DISPOSITIVE POWER
7,804,767
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,804,767
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 ☐
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.65%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
OO

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 7”) amends the Schedule 13D filed on April 8, 2013 (the “Original Schedule 13D”), as previously amended on May 28, 2013 by Amendment No. 1 to Schedule 13D, on February 25, 2014 by Amendment No. 2 to the Schedule 13D, on March 7, 2014 by Amendment No. 3 to the Schedule 13D, on June 24, 2014 by Amendment No. 4 to the Schedule 13D, on July 23, 2014 by Amendment No. 5 to the Schedule 13D and on December 29, 2016 by Amendment No. 6 to the Schedule 13D (the Original Schedule 13D as so amended is collectively referred to herein as the “Schedule 13D”).  This Amendment No. 7  relates to the common stock, par value $0.01 per share (“Common Stock”), of Five Oaks Investment Corp., a Maryland corporation (the “Company”).
This Amendment No. 7 is being filed to reflect the execution by XL Investments of a lock-up agreement dated June 15, 2017 (the “Lock-Up Letter Agreement”) in connection with the proposed underwritten sale (the “Sale”) by the Company of 4,000,000 shares of Common Stock pursuant to a preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission on June 14, 2017.  Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 2.          Identity and Background.
The last sentence of Item 2(b) of the Schedule 13D is hereby amended as follows:

The Schedule I filed with this Amendment No. 7 replaces Schedule I to the Schedule 13D in its entirety.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented to add thereto the following information:

Pursuant to the Lock-Up Letter Agreement, XL Investments agreed with the representative of the underwriters in connection with the Sale that for 60 days after the date of the prospectus relating to the Sale (subject to extension in certain circumstances), XL Investments will not, subject to certain exceptions, sell or otherwise transfer any shares of Common Stock without the prior consent of the representatives of the underwriters. A copy of the Lock-Up Letter Agreement is filed as Exhibit 99.10 hereto and incorporated herein by reference.

Item 7.          Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by addition of the following:

Exhibit 99.10          Lock-Up Letter Agreement, dated as of June 15, 2017, between XL Investments and JMP Securities LLC.


SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  June 15, 2017
 
XL INVESTMENTS LTD
 
 
By: /s/ George Bumeder                     
Name:  George Bumeder
Title:  Authorized Person
 
Dated:  June 15, 2017
 
XL GROUP INVESTMENTS LTD
 
 
By: /s/ George Bumeder                      
Name:  George Bumeder
Title:  Authorized Person
 
Dated:  June 15, 2017
 
XL BERMUDA LTD
 
 
By: /s/ George Bumeder                            
Name:  George Bumeder
Title:  Authorized Person
 
Dated:  June 15, 2017
 
XL GROUP INVESTMENTS LLC
 
 
By: /s/ George Bumeder                     
Name:  George Bumeder
Title:  Authorized Person
 
 


Dale Comey
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former Executive Vice President, ITT Corporation
 
Claus-Michael Dill (citizen of Germany)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former CEO, AXA Group Germany
 
Edward J. Kelly, III
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former Chairman, Citigroup Inc. Institutional Clients Group
 
Joseph Mauriello
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former Deputy Chairman and Chief Operating Officer, KPMG LLP (United States)
 
Michael McGavick
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
CEO, XL Group Ltd
 
Eugene M. McQuade
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former Vice Chairman, Citigroup
 
Clayton S. Rose
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
President, Bowdoin College
 
Anne Stevens
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former Chairman, CEO and Principal of SA IT Services
 
John M. Vereker (citizen of United Kingdom)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Former Governor and Commander-in-Chief, Bermuda
 

Executive Officers Not Otherwise Listed Above:
 
 
Charles Cooper (citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Executive, Reinsurance
 
Susan L. Cross
 
100 Washington Blvd., Stamford, CT 06902
 
Executive Vice President and Global Chief Actuary
 
Kirstin Gould
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Executive Vice President, General Counsel and Secretary
 
Gregory S. Hendrick
 
100 Washington Blvd., Stamford, CT 06902
 
President, Property & Casualty
 
Myron Hendry
 
100 Washington Blvd., Stamford, CT 06902
 
Executive Vice President and Chief Platform Officer
 
Paul Jardine (citizen of United Kingdom)
 
20 Gracechurch Street
London, EC3V 0BG
United Kingdom
 
Executive Vice President and Chief Experience Officer
 
Andre Keller (citizen of Switzerland)
 
200 Liberty Street, 22nd Floor
New York, NY 10281
 
Executive Vice President and Chief Investment Officer
 
Kelly Lyles
 
20 Gracechurch Street
London, EC3V 0BG
United Kingdom
Chief Executive Client and Country Management
 
Stephen Robb (citizen of Canada)
 
100 Washington Blvd., Stamford, CT 06902
 
Executive Vice President and Chief Financial Officer
 
Jacob D. Rosengarten
 
100 Washington Blvd., Stamford, CT 06902
 
Executive Vice President and Chief Enterprise Risk Officer
 
Eileen Whelley
 
 
100 Washington Blvd., Stamford, CT 06902
 
Executive Vice President and Chief Human Resources Officer
 

XL Investments
Name
 
Present Business Address
 
Present Principal Occupation
 
Directors:
 
Mary Hayward
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
 
Senior Vice President and Head of Fixed Income, XLGI Ltd
 
 
Bermuda
 
 
Charles Stanley Lee
(citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Financial Officer, Insurance, XL Bermuda
     
Executive Officers Not Otherwise Listed Above:
 
None
 
   

XLGI Ltd
Name
 
Present Business Address
 
Present Principal Occupation
 
Directors:
 
Mary Hayward
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Senior Vice President and Head of Fixed Income
 
Charles Stanley Lee
(citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Financial Officer, Insurance, XL Bermuda
 
Executive Officers Not Otherwise Listed Above:
 
None
 
   

XL Bermuda
Name
 
Present Business Address
 
Present Principal Occupation
 
Directors:
 
Mark Berry (citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Underwriter International and Specialty
 
Charles Cooper (citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
 
 
Chief Executive, Reinsurance (XL Group Ltd)
 
 
 
Bermuda
 
 
Jonathan Gale (citizen of United Kingdom)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Executive Officer, Reinsurance
 
Mary Hayward
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Senior Vice President and Head of Fixed Income, XLGI Ltd
 
Claudette Hodgson (citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Financial Officer, Reinsurance
 
Derrick Irby
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Head of P&C Finance & Group Planning
 
Matthew Irvine (citizen of United Kingdom)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Underwriting Officer, Professional Liability
 
Charles Stanley Lee (citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Financial Officer, Insurance
 
Fielding Norton
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Deputy  Chief Enterprise Risk Officer, XL Group Ltd
Patrick D. Tannock (citizen of Bermuda)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Chief Executive Officer, Insurance
 
Mark Twite (citizen of United Kingdom)
 
O’Hara House
One Bermudiana Road
Hamilton HM 08
Bermuda
 
Head of Reinsurance Finance, Strategic Business Finance & Planning
 
Executive Officers Not Otherwise Listed Above:
 

XLGI LLC
Name
 
Present Business Address
 
Present Principal Occupation
 
Managers:
 
Thomas Burke
 
200 Liberty Street, 22nd Floor
New York, NY 10281
Executive Vice President, Head of Hedge Fund Investments
 
Executive Officers Not Otherwise Listed Above:
 
W. Steadman Watson, Jr.
 
200 Liberty Street, 22nd Floor
New York, NY 10281
 
Executive Vice President, Global Head, Strategy Asset Allocation
 
 
Jeffrey Lobo
 
200 Liberty Street, 22nd Floor
New York, NY 10281
 
Senior Vice President, Head of Market Risk Management
 
David Czerniecki
 
200 Liberty Street, 22nd Floor
New York, NY 10281
 
Senior Vice President, Senior Portfolio Manager
 
 
Matthew Murabito
 
200 Liberty Street, 22nd Floor
New York, NY 10281
 
General Counsel and Secretary
 
George Bumeder
 
200 Liberty Street, 22nd Floor
New York, NY 10281
 
Senior Vice President, Investment Manager Business and Alternatives