Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AG Mortgage Investment Trust, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
001228105
(CUSIP Number)
Vikram S. Uppal
205 West 28th Street, 12th Floor
New York, New York 10001
(212) 753-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 16, 2023
(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.
* 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)
CUSIP NO. 001228105
| 1 |
NAME OF REPORTING PERSON
Terra Property Trust, Inc. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
962,131 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
962,131 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,131 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%(1) | |
| 14 |
TYPE OF REPORTING PERSON
CO | |
| (1) | The percentage is based upon 20,234,983 shares of Common Stock, $0.01 par value per share (“Common Stock”), of AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Issuer”), outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 9, 2023. |
| 1 |
NAME OF REPORTING PERSON
Terra Capital Partners, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
962,131 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
962,131 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,131 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%(1) | |
| 14 |
TYPE OF REPORTING PERSON
CO | |
| (1) | The percentage is based upon 20,234,983 shares of Common Stock of the Issuer outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 9, 2023. |
| 1 |
NAME OF REPORTING PERSON
Terra Fund Advisors, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
962,131 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
962,131 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,131 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%(1) | |
| 14 |
TYPE OF REPORTING PERSON
IA | |
| (1) | The percentage is based upon 20,234,983 shares of Common Stock of the Issuer outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 9, 2023. |
This Amendment No. 1 (“Amendment No. 1”) supplements and amends the Schedule 13D filed on July 25, 2023 (the “Original Filing”) by Terra Property Trust, Inc., Terra Capital Partners, LLC and Terra Fund Advisors, LLC (as so amended, the “Schedule 13D”). Each item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. The Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | The aggregate percentage of shares of Common Stock reported owned by the Reporting Persons is based upon 20,234,983 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission on November 9, 2023. As of the date hereof, each of the Reporting Persons beneficially owns 962,131 shares of Common Stock, constituting approximately 4.8% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein. |
| (b) | Regarding the number of shares of Common Stock that the Reporting Perso ns have the sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or direct the disposition, see the cover pages to this Schedule 13D. |
| (c) | During the past sixty days, TPT effected trades of Common Stock in the open market as follows: |
| Trade Date | Price per share | Number of shares of Common Stock disposed | ||||||
| November 14, 2023 | $ | 5.3329 | 5,593 | |||||
| November 15, 2023 | $ | 5.3264 | 22,452 | |||||
| November 16, 2023 | $ | 5.2967 | 7,993 | |||||
| November 17, 2023 | $ | 5.2662 | 8,155 | |||||
| November 21, 2023 | $ | 5.1493 | 17,700 | |||||
| November 22, 2023 | $ | 5.1614 | 23,273 | |||||
| (d) | No persons other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. |
| (e) | On November 16, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 22, 2023
| Terra Property Trust, Inc. | |||
| By: | /s/ Vikram Uppal | ||
| Name: | Vikram Uppal | ||
| Title: | Chief Executive Officer | ||
| Terra Capital Partners, LLC | |||
| By: | /s/ Vikram Uppal | ||
| Name: | Vikram Uppal | ||
| Title: | Authorized Signatory | ||
| Terra Fund Advisors, LLC | |||
| By: | /s/ Vikram Uppal | ||
| Name: | Vikram Uppal | ||
| Title: | Authorized Signatory | ||