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)
(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
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 |