OAKS Five Oaks Investment Corp. (delisted)

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “ Amendment No. 7 ”) amends the Schedule 13D filed on April 8, 2013 (the “ Original Schedule 13D ”), as previously amended on May 28, 2013 by Amendment No. 1 to Schedule 13D, on February 25, 2014 by Amendment No. 2 to the Schedule 13D, on March 7, 2014 by Amendment No. 3 to the Schedule 13D, on June 24, 2014 by Amendment No. 4 to the Schedule 13D, on July 23, 2014 by Amendment No. 5 to the Schedule 13D and on December 29, 2016 by Amendment No. 6 to the Schedule 13D (the Original Schedule 13D as so amended is collectively referred to herein as the “ Schedule 13D ”).  This Amendment No. 7  relates to the common stock, par value $0.01 per share (“ Common Stock ”), of Five Oaks Investment Corp., a Maryland corporation (the “ Company ”).

This Amendment No. 7 is being filed to reflect the execution by XL Investments of a lock-up agreement dated June 15, 2017 (the “ Lock-Up Letter Agreement ”) in connection with the proposed underwritten sale (the “ Sale ”) by the Company of 4,000,000 shares of Common Stock pursuant to a preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission on June 14, 2017 .  Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 2.            Identity and Background.

The last sentence of Item 2(b) of the Schedule 13D is hereby amended as follows:

The Schedule I filed with this Amendment No. 7 replaces Schedule I to the Schedule 13D in its entirety.

Item 6.            Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented to add thereto the following information:

Pursuant to the Lock-Up Letter Agreement, XL Investments agreed with the representative of the underwriters in connection with the Sale that for 60 days after the date of the prospectus relating to the Sale  (subject to extension in certain circumstances), XL Investments will not, subject to certain exceptions, sell or otherwise transfer any shares of Common Stock without the prior consent of the representatives of the underwriters. A copy of the Lock-Up Letter Agreement is filed as Exhibit 99.10 hereto and incorporated herein by reference.

Item 7.            Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by addition of the following:

Exhibit 99.10            Lock-Up Letter Agreement, dated as of June 15, 2017, between XL Investments and JMP Securities LLC.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

SCHEDULE I

XL Global, Inc. is a wholly owned subsidiary of X.L. America, Inc., which is a wholly owned subsidiary of XL Financial Holdings (Ireland) Limited, which is a wholly owned subsidiary of XL Bermuda.  XLGI LLC is a wholly owned subsidiary of XL Reinsurance America Inc., which is a wholly owned subsidiary of X.L. America, Inc.  XL Bermuda is a wholly owned subsidiary of EXEL Holdings Limited, which is a wholly owned subsidiary of XLIT Ltd., which is a wholly owned subsidiary of XL Group Ltd.

X.L. America, Inc. is organized in Delaware with its principal place of business located at Seaview House, 70 Seaview Avenue, Stamford, CT 06902.  XL Financial Holdings (Ireland) Limited is organized in Ireland with its principal place of business located at XL House, 8 St. Stephen’s Green, Dublin 2, Ireland.  XL Reinsurance America Inc. is organized in New York with its principal place of business located at 70 Seaview Avenue, Stamford, CT 06902.  EXEL Holdings Limited is organized in the Cayman Islands with its principal place of business located c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  XLIT Ltd. is organized in the Cayman Islands with its principal place of business located at O’Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda.  XL Group Ltd is organized in Bermuda with its principal place of business located at O’Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda.

Set forth below is the name, business address, and present principal occupation of each of the executive officers and directors of XL Group Ltd and of each of the Reporting Persons.  Except as otherwise indicated, each such person is a citizen of the United States.

XL Group Ltd

 

 

XL Investments

 

XLGI Ltd

XL Bermuda

 

XLGI LLC