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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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. 4)
Oxbridge Re Holdings Limited
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G6856M122
(CUSIP Number)
December 31, 2019
(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)
CUSIP: G6856M122
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1
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NAME OF REPORTING PERSONS
Air T, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
356
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6
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SHARED VOTING POWER
480,100
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7
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SOLE DISPOSITIVE POWER
356
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8
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SHARED DISPOSITIVE POWER
480,100
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,456
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP: G6856M122
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1
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NAME OF REPORTING PERSONS
Space Age Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
480,100
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
480,100
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,100
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP: G6856M122
Explanatory Note
The purpose of this Amendment No. 4 to Schedule 13G is solely to correct the percent of class represented by the ordinary shares, par value $0.001 per share (“Ordinary
Shares”), beneficially owned by the Reporting Persons. Due to a clerical error, the percent of class represented by the Ordinary Shares beneficially owned by the Reporting Persons was overstated. Based on 5,733,587 Ordinary Shares outstanding
as of November 4, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 4, 2019, the Reporting Persons beneficially owned 8.4% of the outstanding Ordinary Shares as of
December 31, 2019. This Amendment No. 4 to Schedule 13G amends and restates in its entirety Amendment No. 3 to Schedule 13G, which reported the Reporting Persons’ beneficial ownership as of December 31, 2019.
| Item 1(a). |
Name of Issuer:
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Oxbridge Re Holdings Limited
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Strathvale House, 2nd Floor 90 North Church Street, Georgetown P.O. Box 469, Grand Cayman, Cayman Islands, KY1-9006
| Item 2(a). |
Name of Persons Filing:
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Air T, Inc.
Space Age Insurance Company (wholly owned subsidiary of Air T, Inc.)
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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5930 Balsom Ridge Road, Denver, North Carolina 28037
| Item 2(c). |
Citizenship:
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Not Applicable
| Item 2(d). |
Title of Class of Securities:
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Ordinary Shares, par value $0.001 per share
| Item 2(e). |
CUSIP Number:
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G6856M122
| 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:
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Not Applicable
CUSIP: G6856M122
| Item 4. |
Ownership:
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| (a) |
Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.
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| (b) |
Percent of Class: See Row 11 of cover page for each Reporting Person.
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| (c) |
Number of shares as to which such person has:
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| (i) |
sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
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| (ii) |
shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
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| (iii) |
sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
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| (iv) |
shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
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Space Age Insurance Company is a wholly owned subsidiary of Air T, Inc.
| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not Applicable
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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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:
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Not Applicable
| Item 8. |
Identification and Classification of Members of the Group:
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Not Applicable
| Item 9. |
Notice of Dissolution of Group:
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Not Applicable
CUSIP: G6856M122
| Item 10. |
Certification:
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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 Rule 14a-11.
Exhibits.
| 99.1 |
Joint Filing Agreement*
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*Previously filed.
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: August 14, 2020
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AIR T, INC.
By: /s/ Brian Ochocki
Brian Ochocki
Chief Financial Officer
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SPACE AGE INSURANCE COMPANY
By: /s/ Mark Jundt
Mark Jundt
Director
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