Sec Form 13G Filing - ISZO CAPITAL LP filing for NAM TAI PPTY INC SHS (NTPIF) - 2022-02-04

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

Nam Tai Property Inc.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G63907102

(CUSIP Number)

February 2, 2022

(Date of Event Which Requires Filing of this Statement)

 

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

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

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).

 

	1		NAME OF REPORTING PERSON
				IsZo Capital LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY			&#x A0;	6		SHARED VOTING POWER
EACH
REPORTING							6,944,649
PERSON WITH				7		SOLE DISPOSITIVE POWER
							- 0 -
				8		SHARED DISPOSITIVE POWER
							6,944,649
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,944,649
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.7%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				IsZo Capital GP LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							6,944,649
PERSON WITH				7		SOLE DISPOSITIVE POWER
							- 0 -
				8		SHARED DISPOSITIVE POWER
							6,944,649
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,944,649
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.7%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				IsZo Capital Management LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							6,944,649
PERSON WITH				7		SOLE DISPOSITIVE POWER
							- 0 -
				8		SHARED DISPOSITIVE POWER
							6,944,649
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,944,649
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.7%
	12		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				IsZo Management Corp.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							6,944,649
PERSON WITH				7		SOLE DISPOSITIVE POWER
							- 0 -
				8		SHARED DISPOSITIVE POWER
							6,944,649
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,944,649
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.7%
	12		TYPE OF REPORTING PERSON
				CO

  

 

1

NAME OF REPORTING PERSON

Brian L. Sheehy

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

6,944,649

PERSON WITH

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

6,944,649

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,944,649

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.7%

12

TYPE OF REPORTING PERSON

IN, HC

  

The Reporting Persons (as defined below) initially filed a Schedule 13G with respect to the securities of the Issuer (as defined below) on February 13, 2019. Subsequently, on May 22, 2020, the Reporting Persons’ investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on May 27, 2020 in accordance with Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of February 2, 2022, the Reporting Persons no longer held securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this statement on Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act.

 

Item 1(a).

Name of Issuer:

 

Nam Tai Property Inc., a British Virgin Islands corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

Namtai Industrial Estate

No. 2 Namtai Road, Gushu Community, Xixiang Township

Baoan District, Shenzhen City, Guangdong Province

People’s Republic of China

 

Item 2(a).

Name of Person Filing:

 

This statement is filed by IsZo Capital LP, a Delaware limited partnership (“IsZo LP”),

IsZo Capital GP LLC, a Delaware limited liability company (“IsZo GP”), IsZo Capital Management LP, a Delaware limited partnership (“IsZo Capital”), IsZo Management Corp., a Delaware corporation (“IsZo Management”), and Brian L. Sheehy. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

IsZo GP serves as the general partner of IsZo LP. IsZo Capital serves as the investment manager of IsZo LP. IsZo Management serves as the general partner of IsZo Capital. Dr. Sheehy is the managing member of IsZo GP and the President and sole director of IsZo Management. By virtue of these relationships, IsZo GP, IsZo Capital, IsZo Management and Dr. Sheehy may be deemed to beneficially own the Shares (as defined below) owned directly by IsZo LP.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal office of each of the Reporting Persons is 590 Madison Avenue, 21^st Floor, New York, New York 10022.

 

Item 2(c).

Citizenship:

 

IsZo LP, IsZo GP, IsZo Capital and IsZo Management are organized under the laws of the State of Delaware. Dr. Sheehy is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities:

 

Common Shares, $0.01 par value per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

G63907102

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

As of the date hereof, IsZo LP directly beneficially owned 6,944,649 Shares.

 

Each of IsZo GP, as the general partner of IsZo LP, IsZo Capital, as the investment manager of IsZo LP, IsZo Management, as the general partner of IsZo Capital, and Dr. Sheehy, as the managing member of IsZo GP and the President and sole director of IsZo Management, may be deemed to beneficially own the 6,944,649 Shares owned by IsZo LP.

 

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 

(b)

Percent of class:

 

The following percentages are based on 39,258,000 Shares outstanding as of September 30, 2021, 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 November 4, 2021.

 

As of the date hereof, each of IsZo LP, IsZo GP, IsZo Capital, IsZo Management and Dr. Sheehy may be deemed to beneficially own approximately 17.7% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

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 That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of its 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 his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 4, 2022
	IsZo Capital LP
	By:	IsZo Capital GP LLC General Partner
	By:	/s/ Brian L. Sheehy
		Name:	Brian L. Sheehy
		Title:	Managing Member

 

 

	IsZo Capital GP LLC
	By:	/s/ Brian L. Sheehy
		Name:	Brian L. Sheehy
		Title:	Managing Member

 

 

	IsZo Capital Management LP
	By:	IsZo Management Corp. General Partner
	By:	/s/ Brian L. Sheehy
		Name:	Brian L. Sheehy
		Title:	President and Sole Director

 

 

	IsZo Management Corp.
	By:	/s/ Brian L. Sheehy
		Name:	Brian L. Sheehy
		Title:	President and Sole Director

 

 

	/s/ Brian L. Sheehy
	Brian L. Sheehy