Sec Form 13D Filing - KGT Investments LLC filing for CONDOR HOSPITALITY TRUST INC. (CDOR) - 2020-11-02

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.

Names of Reporting Persons.

KGT Investments, LLC

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

(a)  ☐        (b)  ☑

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

1,137,700

Sole Dispositive Power

0

Shared Dispositive Power

1,137,700

Aggregate Amount Beneficially Owned by Each Reporting Person

1,137,700

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☑

Percent of Class Represented by Amount in Row (11)

9.5% (1)

Type of Reporting Person (See Instructions)

OO

Based on 12,009,818 shares of Common Stock of the Issuer outstanding as of August 12, 2020, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 13, 2020.

Names of Reporting Persons.

Mahmood Khimji

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

(a)  ☐        (b)  ☑

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

1,137,700

Sole Dispositive Power

0

Shared Dispositive Power

1,137,700

Aggregate Amount Beneficially Owned by Each Reporting Person

1,137,700

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☑

Percent of Class Represented by Amount in Row (11)

9.5% (1)

Type of Reporting Person (See Instructions)

IN

Based on 12,009,818 shares of Common Stock of the Issuer outstanding as of August 12, 2020, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 13, 2020.

Names of Reporting Persons.

Zachary Berger

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

(a)  ☐        (b)  ☑

SEC Use Only

Source of Funds (See Instructions)

PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

22,800

Shared Voting Power

0

Sole Dispositive Power

22,800

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

22,800

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☑

Percent of Class Represented by Amount in Row (11)

0.2% (1)

Type of Reporting Person (See Instructions)

IN

Based on 12,009,818 shares of Common Stock of the Issuer outstanding as of August 12, 2020, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 13, 2020.

Names of Reporting Persons.

Yaakov Katzovitz

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

(a)  ☐        (b)  ☑

SEC Use Only

Source of Funds (See Instructions)

PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States of America

Number of Shares
Beneficially Owned by Each
Reporting Person With

Sole Voting Power

1,450

Shared Voting Power

0

Sole Dispositive Power

1,450

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,450

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☑

Percent of Class Represented by Amount in Row (11)

0.0% (1)

Type of Reporting Person (See Instructions)

IN

Based on 12,009,818 shares of Common Stock of the Issuer outstanding as of August 12, 2020, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 13, 2020.

Names of Reporting Persons.

Richard Russo

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

(a)  ☐        (b)  ☑

SEC Use Only

Source of Funds (See Instructions)

PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

21,044

Sole Dispositive Power

0

Shared Dispositive Power

21,044

Aggregate Amount Beneficially Owned by Each Reporting Person

21,044

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☑

Percent of Class Represented by Amount in Row (11)

0.2% (1)

Type of Reporting Person (See Instructions)

IN

Based on 12,009,818 shares of Common Stock of the Issuer outstanding as of August 12, 2020, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 13, 2020.

This statement is being jointly filed by the following persons (the “Reporting Persons”):

(i) KGT Investments, LLC (“KGTI”), a Delaware limited liability company, with a principal business address located at 545 E. John Carpenter Freeway, Suite 1400, Irving, TX 75062, is principally involved in the business of investing and managing private investments.

(ii) Mahmood Khimji (“Mr. Khimji”), an individual and citizen of the United States of America, whose principal business address is located at 870 Seventh Ave., 2nd Floor, New York, NY 10019, is principally engaged in the business of investing and managing private investments. Mr. Khimji is the sole manager of KGTI.

(ii) Zachary Berger (“Mr. Berger”), an individual and citizen of the United States of America, whose principal business address is located at 870 Seventh Ave., 2nd Floor, New York, NY 10019, is principally engaged in the business of investing and managing private investments.

(iii) Yaakov Katzovitz (“Mr. Katzovitz”), an individual and citizen of the United States of America, whose principal business address is located at 870 Seventh Ave., 2nd Floor, New York, NY 10019, is principally engaged in the business of investing and managing private investments.

(iv) Richard Russo (“Mr. Russo”), an individual and citizen of the United States of America, whose principal business address is located at 870 Seventh Ave., 2nd Floor, New York, NY 10019, is principally engaged in the business of investing and managing private investments.

The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b). If the Reporting Persons are deemed to have formed a group, the group could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate of 1,182,994 shares of Common Stock or 9.9% of the issued and outstanding shares of Common Stock of the Issuer; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any).

The shares were purchased for an aggregate amount of $3,015,886. The source of funds was internally generated funds of the respective Reporting Person.

The Reporting Persons acquired or have held the shares of Common Stock reported in this Schedule 13D because they believed the Common Stock was undervalued. The Reporting Persons continuously evaluate, among many other things, the Issuer’s business, results of operations, financial condition, capitalization, management and corporate governance, as well as general economic conditions, the securities markets in general, and the markets for the shares of Common Stock in particular, and the Reporting Person continuously evaluate their investments in the shares of Common Stock and other investment opportunities available to them.

The Reporting Persons intend to review and evaluate their investment in the Common Stock on an ongoing basis and may, depending upon their evaluation of the business and prospects of the Issuer, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose of their ownership interests in the Issuer. As a part of such review and evaluation, the Reporting Persons may hold discussions with the Issuer’s management and directors, other shareholders and other interested parties concerning the Issuer’s operations, management, corporate governance and other matters of interest relating to the Issuer.

Except as otherwise described in this Item 4, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

(a) and (b)

The information concerning percentages of ownership set forth below is based on 12,009,818 shares of Common Stock of the Issuer outstanding as of August 12, 2020, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 13, 2020.

KGTI beneficially owns 1,137,700 shares of Common Stock, which represents 9.5% of the issued and outstanding shares of Common Stock.

Mr. Khimji is the sole manager of KGTI and accordingly beneficially owns the 1,137,700 shares of Common Stock that are directly owned by KGTI, which represent 9.5% of the issued and outstanding shares of Common Stock.

Mr. Berger beneficially owns 22,800 shares of Common Stock, which represents 0.2% of the issued and outstanding shares of Common Stock.

Mr. Katzovitz beneficially owns 1,450 shares of Common Stock, which represents 0.0% of the issued and outstanding shares of Common Stock.

Mr. Russo beneficially owns 21,044 shares of Common Stock, which represents 0.2% of the issued and outstanding shares of Common Stock. Mr. Russo’s shares are held jointly with his wife. Each is deemed to beneficially own the 21,044 shares of Common Stock. However, Mrs. Russo is not a member of the Reporting Persons’ group.

The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b), in which case each of the Reporting Persons could be deemed to beneficially own all the shares of Common Stock held by the other Reporting Persons; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any).

(c) The transactions in Common Stock effected by the Reporting Persons since September 3, 2020 are set out in Exhibit 1 hereto.

(d) Not applicable.

(e) Not applicable.