0000899140-13-000354.txt : 20130528 0000899140-13-000354.hdr.sgml : 20130527 20130528160551 ACCESSION NUMBER: 0000899140-13-000354 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130528 DATE AS OF CHANGE: 20130528 GROUP MEMBERS: XL GROUP INVESTMENTS LLC GROUP MEMBERS: XL GROUP INVESTMENTS LTD GROUP MEMBERS: XL INSURANCE (BERMUDA) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Five Oaks Investment Corp. CENTRAL INDEX KEY: 0001547546 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 454966519 STATE OF INCORPORATION: MD FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87377 FILM NUMBER: 13875155 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: SUITE 1432 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 328-9521 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: SUITE 1432 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: XL Investments Ltd CENTRAL INDEX KEY: 0001570624 IRS NUMBER: 980424162 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BERMUDIANA ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: (441) 292-8515 MAIL ADDRESS: STREET 1: ONE BERMUDIANA ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 SC 13D/A 1 f9511632.htm AMENDMENT NO. 1 f9511632.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549

 
SCHEDULE 13D

 
Under the Securities Exchange Act of 1934*  (Amendment No. 1)
 
 
 
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
1540 Broadway, 25th Floor
New York, New York 10036
(212) 915-6140
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
With a copy to:
 
Robert B Stebbins, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
 
May 26, 2013
(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:  o
 
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 8 pages
 
1
NAMES OF REPORTING PERSONS
 
XL Investments Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
6,354,167
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
6,354,167
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,354,167
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.43%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO

 
 
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 3 of 8 pages
 
1
NAMES OF REPORTING PERSONS
 
XL Group Investments Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
6,354,167
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
6,354,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,354,167
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.43%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 4 of 8 pages
 
1
NAMES OF REPORTING PERSONS
 
XL Insurance (Bermuda) Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
6,362,342
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
6,354,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,362,342
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.51%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 5 of 8 pages
 
1
NAMES OF REPORTING PERSONS
 
XL Group Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
6,362,342
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
6,354,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,362,342
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.51%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
 
 
 
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on April 8, 2013 (the “Original Schedule 13D”) (the Original Schedule 13D and Amendment No. 1 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 1 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. 1 is being filed to update the beneficial ownership information in the Schedule 13D as a result of the warrants (the “Warrants”) to purchase 3,125,000 shares of Common Stock at an exercise price per share equal to $15.75, which Warrants are held by XL Investments Ltd, a Bermuda limited liability company (“XL Investments”), being exerciseable by XL Investments within 60 days.
 
Item 5.Interest in Securities of the Issuer.
 
Item 5(a)-(c) of the Schedule 13D is hereby amended in its entirety as follows:
 
(a)           As of May 26, 2013, each of XL Investments and XLGI Ltd may be deemed to beneficially own 6,354,167 shares of Common Stock, representing 60.43% of the outstanding shares of Common Stock, based on 7,389,250 shares of Common Stock outstanding as of May 3,  2013, as reported by the Company in its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2013, and giving effect to the 3,125,000 shares of Common Stock issuable upon exercise of the Warrants.  As of May 26, 2013, each of XL Insurance and XLGI LLC may be deemed to beneficially own 6,362,342 shares of Common Stock, representing 60.51% of the outstanding shares of Common Stock, based on 7,389,250 shares of Common Stock outstanding as of May 3,  2013 and giving effect to the 3,125,000 shares of Common Stock issuable upon exercise of the Warrants.
 
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act.  The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.
 
(b)           Each of the Reporting Persons shares the power to vote or to direct the vote and to dispose or to direct the disposition of 6,354,167 shares of Common Stock it may be deemed to beneficially own.  In addition, each of XL Insurance and XLGI LLC share the power to vote or to direct the vote of 8,175 additional shares of Common Stock they may be deemed to beneficially own.
 
(c)           As described above, (i) on March 27, 2013, pursuant to its prior agreements, XL Investments purchased 1,666,667 shares of Common Stock pursuant to the Private Placement for
 
 
 
 
 
 
an aggregate purchase price of $25,000,005.00, (ii) on March 27, 2013, Oak Circle distributed 8,175 shares of Common Stock to XL Global in accordance with the terms and provisions of the Plan Letter Agreement described above, and (iii) on May 26, 2013, the Warrants became exerciseable by XL Investments within 60 days and thus may be deemed to be benencially owned by each of the Reporting Persons.
 
No other transactions in Common Stock were effected during the past sixty days by the Reporting Person or, to their knowledge, any of the Scheduled Persons.



 
 
 
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:  May 28, 2013
XL INVESTMENTS LTD
 
 
By:  /s/ George Bumeder            
 
Name:  George Bumeder
Title:    Authorized Person
 
Dated:  May 28, 2013
XL GROUP INVESTMENTS LTD
 
 
By:  /s/ George Bumeder            
 
Name:  George Bumeder
Title:    Authorized Person
 
Dated:  May 28, 2013
XL INSURANCE (BERMUDA) LTD
 
 
By:  /s/ George Bumeder            
 
Name:  George Bumeder
Title:    Authorized Person
 
Dated:  May 28, 2013
XL GROUP INVESTMENTS LLC
 
 
By:  /s/ George Bumeder            
 
Name:  George Bumeder
Title:    Authorized Person