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 13G
Under the Securities Exchange Act of 1934
Moody National REIT II, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 Par Value
Class T Common Stock, $0.01 Par Value
(Title of Class of Securities)
N/A
(CUSIP Number)
November 17, 2023
(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) |
| x | Rule 13d-1(c) |
| ¨ | 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. N/A
| 1. |
NAMES OF REPORTING PERSONS
Comrit Investments 1, Limited Partnership | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF |
5. |
SOLE VOTING POWER
739,710 | ||
| 6. |
SHARED VOTING POWER
0 | |||
| 7. |
SOLE DISPOSITIVE POWER
739,710 | |||
| 8. |
SHARED DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,710 | |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%(1) | |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) Percent of class is based on 13,640,429 shares of common stock issued and outstanding as of November 13, 2023, as reported by Moody National REIT II, Inc. in its Form 10-Q for the quarterly period ended September 30, 2023.
CUSIP No. N/A
| 1. |
NAMES OF REPORTING PERSONS
Comrit Investments Ltd. | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF |
5. |
SOLE VOTING POWER
739,710 | ||
| 6. |
SHARED VOTING POWER
0 | |||
| 7. |
SOLE DISPOSITIVE POWER
739,710 | |||
| 8. |
SHARED DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,710 | |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%(1) | |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) Percent of class is based on 13,640,429 shares of common stock issued and outstanding as of November 13, 2023, as reported by Moody National REIT II, Inc. in its Form 10-Q for t he quarterly period ended September 30, 2023.
CUSIP No. N/A
| 1. |
NAMES OF REPORTING PERSONS
Ziv Sapir | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF |
5. |
SOLE VOTING POWER
739,710 | ||
| 6. |
SHARED VOTING POWER
0 | |||
| 7. |
SOLE DISPOSITIVE POWER
739,710 | |||
| 8. |
SHARED DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,710 | |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%(1) | |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) Percent of class is based on 13,640,429 shares of common stock issued and outstanding as of November 13, 2023, as reported by Moody National REIT II, Inc. in its Form 10-Q for the quarterly period ended September 30, 2023.
Schedule 13G
This Schedule 13G is being jointly filed on behalf of Comrit Investments 1, Limited Partnership, a Cayman Islands Exempted Limited Partnership (“Comrit LP”), Comrit Investments Ltd., an Israel limited liability public company (“Comrit Ltd.”), and Ziv Sapir, a citizen of Israel (“Mr. Sapir” and, together with Comrit LP and Comrit Ltd., the “Reporting Persons”), relating to the Class A common stock, $0.01 par value (the “Class A Stock”), and Class T common stock, $0.01 par value (the “Class T Stock” and, together with the Class A Stock, the “Stock”), of Moody National REIT II, Inc., a Maryland corporation (the “Issuer”).
The 739,710 shares of Stock reported on this Schedule 13G were purchased directly by Comrit LP for its own account. Comrit Ltd., as the general partner of Comrit LP, and Mr. Sapir, as the Chief Executive Officer and a controlling person of Comrit Ltd., may be deemed to have beneficial ownership (under Section 13 of the Act) of the Stock beneficially owned by Comrit LP as a result of their power to indirectly direct the vote and disposition of the same.
Pursuant to Rule 13d-4 under the Act, Comrit Ltd. and Mr. Sapir declare that the filing of this Schedule 13G shall not be deemed an admission by either or both of them that they are, for the purposes of the Act, the beneficial owner of any Stock covered by this Schedule 13G.
| Item 1 (a). | Name of Issuer: |
Moody National REIT II, Inc.
| Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
9655 Katy Freeway, Suite 600, Houston, Texas 77024
| Item 2 (a). | Name of Person Filing: |
This statement is being filed by the following persons:
| (i) | Comrit Investments 1, Limited Partnership, a Cayman Islands exempted limited partnership; |
| (ii) | Comrit Investments Ltd., an Israel limited liability private company; and |
| (iii) | Ziv Sapir, an Israeli citizen. |
| Item 2 (b). | Address of Principal Business Office or, if None, Residence: |
The address for each of the Reporting Persons is:
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101
| Item 2 (c). | Citizenship: |
Comrit Investments 1, Limited Partnership – Cayman Islands
Comrit Investments Ltd. – Israel
Ziv Sapir – Israel
| Item 2 (d). | Title of Class of Securities: |
Class A common stock, $0.01 Par Value
Class T common stock, $0.01 Par Value
| Item 2 (e). | CUSIP Number: |
N/A
| 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: |
Not applicable.
| Item 4. | Ownership. |
For Comrit Investments 1, Limited Partnership:
| (a) | Amount beneficially owned: 739,710 shares of Stock |
| (b) | Percent of class: 5.4% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 739,710 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 739,710 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
For Comrit Investments Ltd.:
| (a) | Amount beneficially owned: 739,710 shares of Stock |
| (b) | Percent of class: 5.4% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 739,710 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 739,710 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
For Ziv Sapir:
| (a) | Amount beneficially owned: 739,710 shares of Stock |
| (b) | Percent of class: 5.4% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 739,710 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 739,710 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 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 Which 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. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11 of the Act.
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.
November 27, 2023
| COMRIT INVESTMENTS LTD. | |
|
/s/ Ziv Sapir | |
| By: Ziv Sapir | |
| Title: Chief Executive Officer | |
| COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP | |
| By: Comrit Investments Ltd., its general partner | |
|
/s/ Ziv Sapir | |
| By: Ziv Sapir | |
| Title: Chief Executive Officer | |
| ZIV SAPIR | |
| /s/ Ziv Sapir | |
| By: Ziv Sapir |
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement, dated as of November 27, 2023, by and between Comrit Investments Ltd., Comrit Investments 1, Limited Partnership, and Ziv Sapir, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
November 27, 2023
| COMRIT INVESTMENTS LTD. | |
|
/s/ Ziv Sapir | |
| By: Ziv Sapir | |
| Title: Chief Executive Officer | |
| COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP | |
| By: Comrit Investments Ltd., its general partner | |
|
/s/ Ziv Sapir | |
| By: Ziv Sapir | |
| Title: Chief Executive Officer | |
| ZIV SAPIR | |
| /s/ Ziv Sapir | |
| By: Ziv Sapir |