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
(Amendment No. 2)*


GENERATION INCOME PROPERTIES, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

37149D204
(CUSIP Number)

December 31, 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)
☐ 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).
1
NAME OF REPORTING PERSONS
John Robert Sierra Sr. Revocable Family Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ☐
(b) ☐
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
226,100*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
226,100*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
226,100*
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)
 
4.3%**
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
*Includes 100,000 warrants to purchase shares of Common Stock.

**Percent of class is calculated based on 5,248,171 shares of Common Stock of the Issuer outstanding as of January 31, 2024.

1
NAME OF REPORTING PERSONS
John Robert Sierra Sr., as Trustee of John Robert Sierra Sr Revocable Family Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ☐
(b) ☐
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
226,100*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
226,100*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
226,100*
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)
 
4.3%**
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
*Includes 100,000 warrants to purchase shares of Common stock.

** Percent of class is calculated based on 5,248,171 shares of Common Stock of the Issuer outstanding as of January 31, 2024.


Item 1(a).
Name of Issuer:

Generation Income Properties, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

401 East Jackson Street, Suite 3300, Tampa, Florida 33602.

Item 2(a).
Name of Person Filing:

John Robert Sierra Sr. Revocable Family Trust (the “Trust”) and John Robert Sierra Sr., as Trustee of John Robert Sierra Sr. Revocable Family Trust (collectively, the “Reporting Persons”).

Item 2(b).
Address of Principal Business Office or, if none, Residence:

The business address of the Reporting Persons is 509 Guisando de Avila, Suite 200, Tampa FL 33613.

Item 2(c).
Citizenship:

The Trust is a Florida trust.

John Robert Sierra Sr. is a citizen of the United States.

Item 2(d).
Title of Class of Securities:

Common Stock

Item 2(e).
CUSIP Number:

37149D204

Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [ ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership:


(a)
Amount Beneficially Owned: 226,100 shares of Common Stock owned by the Trust.  The amount includes 100,000 warrants to purchase shares of Common Stock.  John Robert Sierra Sr. is the sole trustee of the Trust, and by virtue of such relationship, is deemed to have shared voting and investment power with respect to the Common Stock held by the Trust.


(b)
Percent of Class:  4.3% (Percent of class is calculated based on 5,248,171 shares of Common Stock of the Issuer outstanding as of January 31, 2024).


(c)
Number of shares as to which such person has:

 
 (i)
sole power to vote or to direct the vote:  0
 
 (ii)
shared power to vote or to direct the vote:  226,100
 
 (iii)
sole power to dispose or to direct the disposition of:  0
 
 (iv)
shared power to dispose or to direct the disposition of:  226,100

Item 5.
Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☒

Subsequent to December 31, 2023, but prior to the filing of this Schedule 13G/A, the Issuer issued shares of Common Stock in redemption of all of its issued and outstanding Series A Preferred Stock (the “Redemption”). As a result of the Redemption and related issuance of shares of Common Stock by the Issuer, the Reporting Persons ceased to be the beneficial owner of more than five percent of outstanding Common Stock of the Issuer.

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:

Not Applicable

Exhibits.

Joint Filing Agreement (Previously filed as Exhibit 99.1 to Reporting Persons’ Schedule 13G filed February 14, 2022.)

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.
Date:  February 14, 2024

 
JOHN ROBERT SIERRA SR. REVOCABLE FAMILY TRUST


/s/ John Robert Sierra Sr.         
By: John Robert Sierra Sr.
Its: Trustee
 
JOHN ROBERT SIERRA SR.


 /s/ John Robert Sierra Sr.         
John Robert Sierra Sr., as Trustee of John Robert Sierra Sr. Revocable Family Trust