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"
- Peter Lynch
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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. 1)*
GENERATION INCOME PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37149D204
(CUSIP Number)
December 31, 2022
(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).
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1
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NAME OF REPORTING PERSONS
John Robert Sierra Sr. Revocable Family Trust
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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
State of Florida, United States
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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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|||
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6
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SHARED VOTING POWER
226,100*
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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
226,100*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,100*
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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)
8.7%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*Includes 100,000 warrants to purchase shares of Class A common stock.
**Percent of class is calculated based on 2,507,783 shares of Common Stock of the Issuer outstanding as of February 12, 2023.
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1
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NAME OF REPORTING PERSONS
John Robert Sierra Sr., as Trustee of John Robert Sierra Sr Revocable Family Trust
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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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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
|
|||
|
6
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SHARED VOTING POWER
226,100*
|
||||
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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
226,100*
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,100*
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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)
8.7%**
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*Includes 100,000 warrants to purchase shares of Class A common stock.
**Percent of class is calculated based on 2,507,783 shares of Common Stock of the Issuer outstanding as of February 12, 2023.
| Item 1(a). |
Name of Issuer:
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Generation Income Properties, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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401 East Jackson Street, Suite 3300, Tampa, Florida 33602.
| Item 2(a). |
Name of Person Filing:
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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”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 14, 2022, a copy of which is filed as Exhibit 1 to this Schedule 13G.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The business address of the Reporting Persons is 509 Guisando de Avila, Suite 200, Tampa FL 33613.
| Item 2(c). |
Citizenship:
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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:
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Common Stock
| Item 2(e). |
CUSIP Number:
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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:
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(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:
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| (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.
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| (b) |
Percent of Class: 8.7% (Percent of class is calculated based on 2,507,783 shares of Common Stock of the Issuer outstanding as of February 12, 2023).
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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: 0
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| (ii) |
shared power to vote or to direct the vote: 226,100
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| (iii) |
sole power to dispose or to direct the disposition of: 0
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| (iv) |
shared power to dispose or to direct the disposition of: 226,100
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| 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
| Item 10. |
Certification:
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Not Applicable
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 16, 2023
JOHN ROBERT SIERRA SR. REVOCABLE FAMILY TRUST
/s/ John Robert Sierra Sr.
By: John Robert Sierra Sr.
Its: Trustee
JOHN ROBERT SIERRA SR.
John Robert Sierra Sr., as Trustee of John Robert Sierra Sr. Revocable Family Trust
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock of Generation Income Properties, Inc. is, and any additional amendment thereto
signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule
13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that
such information is inaccurate.
Dated February 16, 2022
JOHN ROBERT SIERRA SR. REVOCABLE FAMILY TRUST
/s/ John Robert Sierra Sr.
By: John Robert Sierra Sr.
Its: Trustee
JOHN ROBERT SIERRA SR.
John Robert Sierra Sr., as Trustee of John Robert Sierra Sr. Revocable Family Trust