SC 13D/A

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, 22^nd 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 LLP787 Seventh AvenueNew 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 BumederTitle:  Authorized Person
Dated:  June 15, 2017	XL GROUP INVESTMENTS LTD By: /s/ George Bumeder                     Name:  George BumederTitle:  Authorized Person
Dated:  June 15, 2017	XL BERMUDA LTD By: /s/ George BumederName:  George Bumeder Title:  Authorized Person
Dated:  June 15, 2017	XL GROUP INVESTMENTS LLC By: /s/ George Bumeder                    Name:  George Bumeder Title:  Authorized Person

SCHEDULE I

XL Global, Inc. is a wholly owned subsidiary of X.L. America, Inc., which is a wholly owned subsidiary of XL Financial Holdings (Ireland) Limited, which is a wholly owned subsidiary of XL Bermuda.  XLGI LLC is a wholly owned subsidiary of XL Reinsurance America Inc., which is a wholly owned subsidiary of X.L. America, Inc.  XL Bermuda is a wholly owned subsidiary of EXEL Holdings Limited, which is a wholly owned subsidiary of XLIT Ltd., which is a wholly owned subsidiary of XL Group Ltd.

X.L. America, Inc. is organized in Delaware with its principal place of business located at Seaview House, 70 Seaview Avenue, Stamford, CT 06902.  XL Financial Holdings (Ireland) Limited is organized in Ireland with its principal place of business located at XL House, 8 St. Stephen’s Green, Dublin 2, Ireland.  XL Reinsurance America Inc. is organized in New York with its principal place of business located at 70 Seaview Avenue, Stamford, CT 06902.  EXEL Holdings Limited is organized in the Cayman Islands with its principal place of business located c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  XLIT Ltd. is organized in the Cayman Islands with its principal place of business located at O’Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda.  XL Group Ltd is organized in Bermuda with its principal place of business located at O’Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda.

Set forth below is the name, business address, and present principal occupation of each of the executive officers and directors of XL Group Ltd and of each of the Reporting Persons.  Except as otherwise indicated, each such person is a citizen of the United States.

XL Group Ltd

Name	Present Business Address	Present Principal Occupation
Directors:
Robert R. Glauber	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Lecturer, Harvard Kennedy School of Government
Ramani Ayer	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Chairman and CEO of the Hartford Financial Services Group, Inc.

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

EX-99.10

Exhibit 99.10

LOCK-UP LETTER AGREEMENT

JMP Securities LLCc/o JMP Securities LLC600 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 the Representatives (as defined in the Underwriting Agreement), 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 60^th day after the date of the Prospectus relating to the Offering (such 60-day period, the “Lock-Up Period”).

Notwithstanding the foregoing, upon five business days’ prior written notice to the Representatives, the undersigned may transfer any of the foregoing securities to any direct or indirect wholly owned subsidiary of XL Group Ltd; 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 the Representatives waive 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 the Underwriter that it does not intend to proceed with the Offering, if the Underwriting Agreement is not fully executed and delivered at or prior to 5:00 pm (EDT) on June 30, 2017, 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.

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:  ______________________________

       Name:

Dated: June 15, 2017