0000899140-14-000526.txt : 20140627 0000899140-14-000526.hdr.sgml : 20140627 20140624171226 ACCESSION NUMBER: 0000899140-14-000526 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140624 DATE AS OF CHANGE: 20140624 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: 14938120 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 f12241122.htm AMENDMENT NO. 4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*  (Amendment No. 4)

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

June 24, 2014
(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)
 
36.70%
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)
 
36.70%
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)
 
36.75%
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)
 
36.75%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO



Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 4”) 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 and on March 7, 2014 by Amendment No. 3 to the Schedule 13D (the Original Schedule 13D as so amended is collectively referred to herein as the “Schedule 13D”).  This Amendment No. 4  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. 4 is being filed to update the beneficial ownership information in the Schedule 13D as a result of the sale (the “Sale”) by the Company of 3,500,000 shares of Common Stock pursuant to the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission on June 19, 2014.  None of the Reporting Persons purchased any of the shares of Common Stock in the Sale.
Item 5.  Interest in Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby amended in its entirety as follows:
(a)          As of June 24, 2014, each of the XL Investments and XLGI Ltd may be deemed to beneficially own 6,354,167 shares of Common Stock, representing 36.70% of the outstanding shares of Common Stock, based on 14,189,250 shares of Common Stock outstanding as of June 24, 2014, as reported by the Company in the Prospectus, which outstanding number includes the 3,500,000 shares of Common Stock sold by the Company pursuant to the Prospectus but does not include any of the up to an additional 525,000 shares of Common Stock of the Company that the Company may sell pursuant to the Prospectus upon the underwriters’ option to purchase additional shares of Common Stock, and giving effect to the 3,125,000 shares of Common Stock issuable upon exercise of the Warrants.  As of June 24, 2014, each of XL Insurance and XLGI LLC may be deemed to beneficially own 6,362,342 shares of Common Stock, representing 36.75% of the outstanding shares of Common Stock, based on 14,189,250 shares of Common Stock outstanding as of June 24, 2014, as reported by the Company in the Prospectus, which outstanding share number includes the 3,500,000 shares of Common Stock sold by the Company pursuant to the Prospectus but does not include any of the up to an additional 525,000 shares of Common Stock of the Company that the Company may sell pursuant to the Prospectus upon the exercise of the underwriters’ option to purchase additional shares of Common Stock, and giving full 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.
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by the addition of the following:
Pursuant to a Letter Agreement, dated as of June 18, 2014 (the “Lock-Up Letter Agreement”), XL Investments agreed with the representative of the underwriters in connection with the Sale that for 45 days after the date of the Prospectus (subject to extension in certain circumstances), XL Investments will not, subject to certain exceptions, sell or transfer any shares of Common Stock without the prior consent of the representatives of the underwriters.

Item 7.  Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by addition of the following:
Exhibit 99.9 Lock-Up Letter Agreement, dated as of June 18, 2014, 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 24, 2014
XL INVESTMENTS LTD
 
 
 
By:
/s/ George Bumeder                                                                  
Name:  George Bumeder
 Title:    Authorized Person
 
Dated:  June 24, 2014
XL GROUP INVESTMENTS LTD
 
 
 
By:
/s/ George Bumeder                                                                 
Name:  George Bumeder
 Title:    Authorized Person
 
Dated:  June 24, 2014
XL INSURANCE (BERMUDA) LTD
 
 
 
By:
/s/ George Bumeder                                                                 
Name:  George Bumeder
 Title:    Authorized Person
 
Dated:  June 24, 2014
XL GROUP INVESTMENTS LLC
 
 
 
By:
/s/ George Bumeder                                                                 
Name:  George Bumeder
 Title:    Authorized Person



EX-99.9 2 f12241122a.htm LOCK-UP LETTER AGREEMENT
Exhibit 99.9
LOCK-UP LETTER AGREEMENT
JMP SECURITIES LLC

c/o JMP Securities LLC
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Ladies and Gentlemen:
The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Five Oaks Investment Corp., a Maryland corporation (the “Company”), and that the Underwriters propose to reoffer the Stock to the public (the “Offering”).
In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of JMP Securities LLC, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus relating to the Offering (such 45-day period, the “Lock-Up Period”).
Notwithstanding the foregoing, upon five business days’ prior written notice to JMP Securities LLC, the undersigned may transfer any of the foregoing securities to any direct or indirect wholly owned subsidiary of XL Group plc; provided, however, that each resulting transferee executes and delivers to you an agreement satisfactory to you in which such transferee agrees to be bound by the terms of this Agreement for the remainder of the Lock-Up Period and confirms that it has been in
 
compliance with the terms hereof since the date hereof as if it had been an original party hereto.
Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless JMP Securities LLC waives such extension in writing; provided, however, that the foregoing extension shall not apply for so long as the Company remains an Emerging Growth Company.
In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.
It is understood that, if the Company notifies JMP Securities LLC that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.
The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors, including market conditions.  Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

2

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
Very truly yours,
 
 
 
XL INVESTMENTS LTD
 
 
 
By:
/s/ Stuart Clare
 
 
Name:  Stuart Clare
 
 
Title:  Senior Vice President and Director
Dated:  June 18, 2014