UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Nam Tai Property Inc.

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

G63907102

(CUSIP Number)

Brian L. Sheehy

IsZo Capital Management LP

590 Madison Avenue, 21^st Floor

New York, New York 10022

(646) 775-4934

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 11, 2020

(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 § 240.13d-7 for other parties to whom copies are to be sent.

1              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).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by IsZo LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,892,385 Shares beneficially owned by IsZo LP is approximately $41,050,579, including brokerage commissions.

Item 4 is hereby amended to add the following:

On September 11, 2020, IsZo delivered to the Issuer written requests of members holding more than 30% of the votes of the outstanding voting Shares to demand that the Issuer convene a meeting of members of the Issuer whereat proposals seeking to (i) remove Ying Chi Kwok, Dr. Wing Yan “William” Lo, Vincent Fok, Professor Si Zong Wu and Dr. Aiping Lyu (and any new director(s) appointed by the Board of Directors since the conclusion of the 2020 Annual General Meeting of Shareholders) as directors of the Issuer and (ii) appoint Michael Cricenti, Cindy Chen Delano, Bo Hu, Leung Lin Cheong Louis (Louis Leung), Paula J. Poskon and Jeffrey Tuder as directors of the Issuer (the “Proposals”) shall be voted upon.

Also on September 11, 2020, IsZo issued a press release announcing that it delivered the requisite written requests to demand that the Issuer convene a meeting of members of the Issuer whereat shareholders will have the opportunity to vote upon the Proposals. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 38,935,000 Shares outstanding as of June 30, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on July 24, 2020.

As of the date hereof, IsZo LP beneficially owned 3,892,385 Shares, constituting approximately 10.0% of the Shares outstanding.

IsZo GP, as the general partner of IsZo LP, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 10.0% of the Shares outstanding. IsZo Capital, as the investment manager of IsZo LP, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 10.0% of the Shares outstanding. IsZo Management, as the general partner of IsZo Capital, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 10.0% of the Shares outstanding. Mr. Sheehy, as the managing member of IsZo GP and the President and sole director of IsZo Management, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 10.0% of the Shares outstanding.

As of the date hereof, Mses. Delano and Poskon and Messrs. Cricenti, Hu, Leung and Tuder did not beneficially own any Shares, constituting 0% of the Shares outstanding.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own.

(c)       The transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A annexed hereto and are incorporated by reference herein. All of such transactions were effected in the open market unless otherwise noted.

Item 6 is hereby amended to add the following:

On September 11, 2020, IsZo delivered to the Issuer written requests of members holding more than 30% of the votes of the outstanding voting Shares to demand that the Issuer convene a meeting of members of the Issuer whereat the Proposals shall be voted upon.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

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

Dated: September 14, 2020

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

IsZo Capital LP

Exhibit 99.1

IsZo Capital Delivers Requests to Call a Special Meeting of Nam Tai Property From Holders of More Than 40% of the Company’s Outstanding Shares

Highlights That More Than Half of Shareholders Unaffiliated With Kaisa Have Requested the Special Meeting, Whereat They Will Have the Opportunity to Vote to Remove and Replace a Majority of Nam Tai’s Board

Urges Nam Tai’s Leadership to Respect the Will of Shareholders and Hold the Special Meeting Without Unreasonable Delay

Warns Nam Tai’s Leaders Against Taking Reactionary Measures to Undermine Corporate Democracy or Pursuing Hasty Transactions Without Shareholder Approval

NEW YORK--(BUSINESS WIRE)-- IsZo Capital Management LP (together with its affiliates, “IsZo”), a significant long-term shareholder of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) with beneficial ownership of approximately 10% of the Company’s outstanding shares, today announced that it has delivered to Nam Tai verified requests to convene a meeting of the Company’s shareholders (the “Special Meeting”) from holders of more than 40% of the Company’s outstanding shares. IsZo has been seeking to convene the Special Meeting for the purpose of providing shareholders an opportunity to reconstitute Nam Tai’s Board of Directors (the “Board”) by removing a majority of the incumbent directors and installing six highly-qualified and independent individuals: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder. IsZo believes that the right leadership team and plan can unlock the true value of Nam Tai’s current assets, which the Company’s own valuation estimates suggest is up to $40 per share.

Brian Sheehy, IsZo’s founder and managing partner, commented:

“IsZo is pleased to have delivered requests to call a Special Meeting from holders of more than 40% of Nam Tai’s outstanding shares – a total far in excess of the 30% threshold required to call the Special Meeting. It is very telling that more than half of the Company’s shareholders unaffiliated with Kaisa Group Limited (“Kaisa”) requested the Special Meeting and an opportunity to reconstitute the Board after being presented with our highly-qualified director candidates and their strong and diverse qualifications. Our slate has a credible, value-enhancing strategy for improving corporate governance, installing a proven local management team, maintaining a disciplined capital allocation approach and focusing on existing projects. We intend to release this comprehensive strategy for unlocking Nam Tai’s intrinsic value in a detailed presentation in advance of the Special Meeting to enable shareholders to compare our vision to the incumbents’ value-destructive track record.”

Mr. Sheehy concluded:

“We hope Nam Tai’s leadership will respect the fact that shareholders want to convene the Special Meeting for the purposes of determining the Company’s go-forward leadership and future strategy. After suffering through years of negative returns and self-dealing on the part of Kaisa-affiliated insiders, a critical mass of shareholders clearly wants the opportunity to assess what IsZo’s slate has to offer. IsZo is prepared to take all necessary steps to prevent Nam Tai from delaying the Special Meeting and disregarding shareholders’ interests. The incumbent Board should not conduct a review of strategic alternatives, pursue any transactions or enter into any material agreements until after shareholders have had an opportunity to have their voices heard at the Special Meeting.”

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Shareholders interested in learning more about the Special Meeting process should contact IsZo’s solicitor, Saratoga Proxy Consulting, at info@saratogaproxy.com or (212) 257-1311. We also encourage shareholders to learn more about our slate and its analysis of Nam Tai at www.FixNTP.com.

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Contacts

For Investors:

Saratoga Proxy Consulting LLC

John Ferguson / Joe Mills, 212-257-1311

jferguson@saratogaproxy.com / jmills@saratogaproxy.com

For Media:

Profile

Greg Marose / Charlotte Kiaie, 347-343-2999

gmarose@profileadvisors.com / ckiaie@profileadvisors.com