0001104659-17-006057.txt : 20170202 0001104659-17-006057.hdr.sgml : 20170202 20170202123714 ACCESSION NUMBER: 0001104659-17-006057 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170202 DATE AS OF CHANGE: 20170202 GROUP MEMBERS: UNITED AVIATION HOLDINGS, INC. GROUP MEMBERS: UNITED CAPITAL MARKETS HOLDINGS, INC. GROUP MEMBERS: UNITED REAL ESTATE VENTURES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Altisource Residential Corp CENTRAL INDEX KEY: 0001555039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 460633510 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87123 FILM NUMBER: 17567538 BUSINESS ADDRESS: STREET 1: 1110 STRAND ST, STE 2A CITY: CHRISTIANSTED STATE: VI ZIP: 00820 BUSINESS PHONE: 340-692-1055 MAIL ADDRESS: STREET 1: 1110 STRAND ST, STE 2A CITY: CHRISTIANSTED STATE: VI ZIP: 00820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Devaney John CENTRAL INDEX KEY: 0001298648 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 240 CRANDON BOULEVARD, SUITE 167 CITY: KEY BISCAYNE STATE: FL ZIP: 33149 SC 13G 1 a17-3712_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Altisource Residential Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

02153W100

(CUSIP Number)

February 1, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No. 02153W100

 

 

1.

Names of Reporting Persons
D. John Devaney

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,905,441

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,905,441

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,905,441

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No. 02153W100

 

 

1.

Names of Reporting Persons
United Aviation Holdings, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Florida

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,397,083

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,397,083

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,397,083

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No. 02153W100

 

 

1.

Names of Reporting Persons
United Capital Markets Holdings, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Florida

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,397,083

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,397,083

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,397,083

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4


 

CUSIP No. 02153W100

 

 

1.

Names of Reporting Persons
United Real Estate Ventures, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Florida

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,508,358

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,508,358

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,508,358

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

5


 

Item 1.

 

(a)

Name of Issuer
Altisource Residential Corporation (“RESI”)

 

(b)

Address of Issuer’s Principal Executive Offices
c/o Altisource Asset Management Corporation

36C Strand Street

Christiansted, United States Virgin Islands 00820

 

Item 2.

 

(a)

Name of Person Filing
D. John Devaney (“Devaney”)

United Aviation Holdings, Inc. (“UAHI”)

 

United Capital Markets Holding, Inc. (“UCMHI”)

 

United Real Estate Ventures, Inc. (“UREVI”)

 

(b)

Address of Principal Business Office or, if none, Residence
D. John Devaney

240 Crandon Boulevard

Suite 167

Key Biscayne, FL 33149

 

United Aviation Holdings, Inc.

240 Crandon Boulevard

Suite 167

Key Biscayne, FL 33149

 

United Capital Markets Holding, Inc.

240 Crandon Boulevard

Suite 167

Key Biscayne, FL 33149

 

United Real Estate Ventures, Inc.

240 Crandon Boulevard

Suite 167

Key Biscayne, FL 33149

 

(c)

Citizenship
D. John Devaney

United States of America

 

United Aviation Holdings, Inc.

Incorporated in Florida

 

United Capital Markets Holding, Inc.

Incorporated in Florida

 

United Real Estate Ventures, Inc.

Incorporated in Florida

 

(d)

Title of Class of Securities
Common Stock, par value $0.01

 

(e)

CUSIP Number
 02153W100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

6


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

UCMHI is not the owner of record of any shares of common stock of RESI (“Common Stock”).  However, because Devaney controls UREVI and UCMHI, and UAHI is a wholly-owned subsidiary of UCMHI, UCMHI may be deemed the beneficial owner of common stock held of record by UAHI and Devaney may be deemed to be the beneficial owner of 2,905,441 shares of Common Stock that are owned of record by UREVI and UAHI.  All figures are as of February 1, 2017.

 

As of February 1, 2017:

Devaney:                                           2,905,441

UAHI:                    1,397,083

UCMHI:                                               1,397,083

UREVI:                                                    1,508,358

 

(b)

Percent of class:   

As of February  1, 2017:

Devaney:                                           5.39%

UAHI:                    2.59%

UCMHI:                                               2.59%

UREVI:                                                    2.80%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Devaney:                                           0

UAHI:                    0

UCMHI:                                               0

UREVI:                                                    0

 

 

(ii)

Shared power to vote or to direct the vote    

Devaney:                                           2,905,441

UAHI:                    1,397,083

UCMHI:                                               1,397,083

UREVI:                                                    1,508,358

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Devaney:                                           0

UAHI:                    0

UCMHI:                                               0

UREVI:                                                    0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Devaney:                                           2,905,441

UAHI:                    1,397,083

UCMHI:                                               1,397,083

UREVI:                                                    1,508,358

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See Item 4(a) above.

 

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons listed in Item 2 above are filing this Schedule as a “group” pursuant to Rules 13d-1(k)(1). As required, attached is an exhibit listing the members of the group. The Reporting Persons are not, however, filing as part of a “group” as defined in Rule 13d-1(b)(ii)(J).

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

7


 

Item 10.

Certification

By signing below we each certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

Date

 

 

 

February 2, 2017

 

Signature

 

/s/ D. John Devaney

 

D. John Devaney

 

 

 

United Aviation Holdings, Inc.

 

 

 

By:

/s/ D. John Devaney

 

Name: D. John Devaney

 

Title: Chief Executive Officer

 

 

 

United Capital Markets Holdings, Inc.

 

 

 

By:

/s/ D. John Devaney

 

Name: D. John Devaney

 

Title: Chief Executive Officer

 

 

 

United Real Estate Ventures, Inc.

 

 

 

By:

/s/ D. John Devaney

 

Name: D. John Devaney

 

Title: Chief Executive Officer

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

8


 

Exhibit A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to above) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the  common stock, par value $0.01 per share of Altisource Residential Corporation, a Maryland corporation, and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of 2nd day of February, 2017.

 

 

 

 

Date

 

 

 

February 2, 2017

 

Signature

 

 

 

/s/ D. John Devaney

 

D. John Devaney

 

 

 

United Aviation Holdings, Inc.

 

 

 

By:

/s/ D. John Devaney

 

Name:

D. John Devaney

 

Title:

Chief Executive Officer

 

 

 

United Capital Markets Holdings, Inc.

 

 

 

By:

/s/ D. John Devaney

 

Name:

D. John Devaney

 

Title:

Chief Executive Officer

 

 

 

United Real Estate Ventures, Inc.

 

 

 

By:

/s/ D. John Devaney

 

Name:

D. John Devaney

 

Title:

Chief Executive Officer

 

 

 

 

 

 

Name/Title

 

[Signature Page to Joint Filing Agreement, Schedule 13G]

 

9