Item 1 Comment:
EXPLANATORY NOTE
This Amendment No.2 to Schedule 13D ("Amendment No.2") amends and supplements the Schedule 13D filed by the Reporting Persons on December 11, 2023, as amended on October 8, 2024 (collectively, the "Original Schedule 13D"), to update the amount and percentage of common shares beneficially owned by Neil S. Subin and MILFAM LLC. On November 6, 2024, as a result of certain administrative actions by the Catherine C Miller Trust A-3, 22,455 shares were distributed out of the Catherine C Miller Trust A-3 and are no longer beneficially owned by Neil S. Subin and MILFAM LLC.
Additionally, on August 7, 2017, pursuant trust administration for Catherine C. Miller Irrevocable Trust dtd 3/26/91, the trust name was changed to Catherine C. Miller Irrevocable Trust. On August 7, 2017, pursuant trust administration for Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, the trust name was changed to Lloyd I. Miller, III Irrevocable Trust. On August 7, 2017, pursuant trust administration for Kimberley S. Miller GST Trust dtd 12/17/1992, the trust name was changed to Kimberley S. Miller GST Trust.
Rows (8), (10), (11), (13), and footnote (1) of the cover pages of Neil S. Subin, MILFAM LLC, and Catherine C. Miller Trust A-3, respectively, to this Amendment No.2 are amended and updated to reflect the aforementioned changes. Additionally, row (1) of the cover page of Catherine C. Miller Irrevocable Trust, Lloyd I. Miller, III Irrevocable Trust, and Kimberley S. Miller GST Trust to this Amendment No.2 are amended and updated to reflect the aforementioned changes, The relevant footnote to each Reporting Person has also been updated to reflect that the percentage reported in this Amendment No.2 is based upon 14,822,251 common shares outstanding as of December 31, 2024 (according to the Form 20-F). Except as modified in the cover pages and below, this Amendment No. 2 does not modify any of the information previously reported on the Original Schedule 13D, which remains unchanged.
Introduction
Introduction of the Original Schedule 13D is amended as follows:
This Schedule 13D is filed with the SEC on behalf of (i) Neil S. Subin; (ii) MILFAM LLC; (iii) Alimco Re Ltd., ("Alimco Re"); (iv) Catherine C. Miller Irrevocable Trust; (v) Catherine C Miller Trust A-3; (vi) Catherine C Miller Revocable Trust; (vii) Kimberley S. Miller GST Trust; (viii) LIMFAM LLC; (ix) LIM III Estate LLC; (x) Lloyd I. Miller Trust A-1; (xi) Catherine C Miller Estate; (xii) Lloyd I. Miller, III Irrevocable Trust; (xiii) Miller Great Grandchildren Trust; (xiv) Susan F. Miller Spousal Trust A-4; (xv) Miller Family Education and Medical Trust (xvi) MILFAM I L.P.; (xvii) MILFAM II L.P.; (xviii) MILFAM III LLC; and (xix) Susan F. Miller (each person and entity named in items (i) through (xix), collectively, the "Reporting Persons", the entities named in items (iv) through (xviii) together, the "Miller Entities") relating to the common shares of the Issuer. |
| (a) | (a), (b), (c) and (f) of Item 2 of the Original Schedule 13D are amended as follows:
(a), (b), (c) and (f). This statement is filed by:
(i) Mr. Subin, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin's principal occupation is investing assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Subin is a United States citizen.
(ii) MILFAM LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM LLC is managing and investing assets held, among others, by or on behalf of or for the benefit of, and advising, certain of the Miller Entities and other entities. MILFAM LLC is a limited liability company formed under the laws of Delaware. Mr. Subin is the manager of MILFAM LLC.
(iii) Alimco Re Ltd, whose principal executive offices are located at c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. The principal business of Alimco Re Ltd is reinsurance. Alimco Re Ltd is a corporation formed under the laws of the Islands of Bermuda.
(iv) Catherine C. Miller Irrevocable Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C. Miller Irrevocable Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Catherine C. Miller Irrevocable Trust.
(v) Catherine C Miller Trust A-3, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-3 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller Trust A-3.
(vi) Catherine C Miller Revocable Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Revocable Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the co-Trustee of the Catherine C Miller Revocable Trust.
(vii) Kimberley S. Miller GST Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Kimberley S. Miller GST Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Kimberley S. Miller GST Trust.
(viii) LIMFAM LLC, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIMFAM LLC is to hold investments. LIMFAM LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIMFAM LLC.
(ix) LIM III Estate LLC, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIM III Estate LLC is to hold investments. LIM III Estate LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIM III Estate LLC.
(x) Lloyd I. Miller Trust A-1, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller Trust A-1 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller Trust A-1.
(xi) Catherine C Miller Estate, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is applicable, Catherine C Miller Estate is a United States citizen.
(xii) Lloyd I. Miller, III Irrevocable Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Irrevocable Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Lloyd I. Miller, III Irrevocable Trust.
(xiii) Miller Great Grandchildren Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Great Grandchildren Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Miller Great Grandchildren Trust.
(xiv) Susan F. Miller Spousal Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Susan F. Miller Spousal Trust A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Susan F. Miller Spousal Trust A-4.
(xv) Miller Family Education and Medical Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Family Education and Medical Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Miller Family Education and Medical Trust.
(xvi) MILFAM I L.P, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM I L.P. is as an investment fund. MILFAM I L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM I L.P.
(xvii) MILFAM II L.P., whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM II L.P. is as an investment fund. MILFAM II L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM II L.P.
(xviii) MILFAM III LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM III LLC is as an investment fund. MILFAM III LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of MILFAM III LLC.
(xix) Susan F. Miller, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller's principal occupation is homemaker. Ms. Miller is a United States citizen.
Additional Information
The names, addresses and principal occupations of each of Alimco Re's executive officers and board of directors and any other persons ultimately in control of those entities are set forth below.
Alimco Re Ltd
Jonathan Marcus, Director, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.. Mr. Marcus' principal occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.
Dennis Johnson, Director, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.. Mr. Johnson's principal occupation is as an advisor to the insurance industry. Mr. Johnson is a United States citizen.
John Evans, Director, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. Mr. Evans' principal occupation is as an advisor to the insurance industry. Mr. Evans is a United States citizen.
Dylan Cariero, Chief Executive Officer, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. Mr. Cariero's principal occupation is management of Alimco and its subsidiaries. Mr. Cariero is a United States citizen.
Salvatore Tucci, Chief Operating Officer and Director, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. Mr. Tucci's principal occupation is management of Alimco and its subsidiaries. Mr. Tucci is a United States citizen. |
(a)