SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Scully Royalty Ltd. |
| (Name of Issuer) |
| |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| Neil S. Subin, 2336 SE Ocean Blvd., Suite 400, Stuart, Florida 34996 (Tel.) (561) 287-5399 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
December 11, 2023 |
|
| |
(Date of Event which Requires Filing of this Statement) |
|
| |
|
|
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom
copies are to be sent.
| * | 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. |
The information required on 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).
(Continued on following pages)
| 1 |
NAME
OF REPORTING PERSON
Neil
S. Subin |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF-AF-OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
1,842,087(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0(1) |
| 10 |
SHARED
DISPOSITIVE POWER
1,842,087(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,842,087(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) |
Represents (i) 48,483 shares of common stock owned of record by MILFAM LLC; (ii) 31,033 shares of common stock owned of record by Catherine C. Miller Irrevocable Trust dtd 3/26/91; (iii) 44,911 shares of common stock owned of record by Catherine C Miller Trust A-3; (iv) 215,042 shares of common stock owned of record by Catherine Miller Trust C; (v) 20,658 shares of common stock owned of record by Kimberley S. Miller GST Trust dtd 12/17/1992; (vi) 188,687 shares of common stock owned of record by LIMFAM LLC; (vii) 163,005 shares of common stock owned of record by LIM III Estate LLC; (viii) 64,715 shares of common stock owned of record by Lloyd I. Miller Trust A-1; (ix) 28,355 shares of common stock owned of record by Trust D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983; (x) 5,330 shares of common stock owned of record by Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; (xi) 32,693 shares of common stock owned of record by Miller Great Grandchildren Trust; (xii) 176,735 shares of common stock owned of record by Susan F. Miller Spousal Trust A-4; (xiii) 176,734 shares of common stock owned of record by Miller Family Education and Medical Trust; (xiv) 150,282 shares of common stock owned of record by MILFAM I L.P.; (xv) 428,563 shares of common stock owned of record by MILFAM II L.P.; (xvi) 26,611 shares of common stock owned of record by MILFAM III LLC and (xvii) 40,250 shares of common stock owned of record by Susan F. Miller. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xvii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein. |
| (2) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of Scully Royalty Ltd. (the “Issuer”) common stock outstanding as of November 21, 2023 (according to the
Issuer’s Form 6-K as filed with the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF-AF-OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
1,712,123(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
1,712,123(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,712,123(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%(2) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
Represents (i) 44,911 shares of common stock owned of record by Catherine C Miller Trust A-3; (ii) 215,042 shares of common stock owned of record by Catherine Miller Trust C; (iii) 188,687 shares of common stock owned of record by LIMFAM LLC; (iv) 163,005 shares of common stock owned of record by LIM III Estate LLC; (v) 64,715 shares of common stock owned of record by Lloyd I. Miller Trust A-1; (vi) 176,735 shares of common stock owned of record by Susan F. Miller Spousal Trust A-4; (vii) 176,734 shares of common stock owned of record by Miller Family Education and Medical Trust; (viii) 150,282 shares of common stock owned of record by MILFAM I L.P.; (ix) 428,563 shares of common stock owned of record by MILFAM II L.P.; (x) 26,611 shares of common stock owned of record by MILFAM III LLC; and (xi) 48,483 shares of common stock owned of record by MILFAM LLC. MILFAM LLC serves as manager, general partner, or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (xi) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Alimco Re Ltd. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Islands of Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
166,320 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
166,320 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,320 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Catherine C. Miller Irrevocable Trust dtd 3/26/91 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
31,033 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
31,033 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,033 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Catherine C Miller Trust A-3 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
44,911 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
44,911 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,911 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Catherine Miller Trust C |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
215,042 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
215,042 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,042 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Kimberley S. Miller GST Trust dtd 12/17/1992 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
20,658 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
20,658 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,658 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
LIMFAM LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
188,687 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
188,687 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,687 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
LIM III Estate LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
163,005 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
163,005 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,005 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Lloyd I. Miller Trust A-1 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
64,715 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
64,715 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,715 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Trust D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
28,355 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
28,355 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,355 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
5,330 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
5,330 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,330 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Miller Great Grandchildren Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
32,693 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
32,693 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,693 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Susan F. Miller Spousal Trust A-4 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
176,735 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
176,735 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,735 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Miller Family Education and Medical Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
176,734 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
176,734 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,734 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM I L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
150,282 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
150,282 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,282 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%(1) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM II L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
428,563 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
428,563 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,563 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM III LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
26,611 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
26,611 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,611 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
| 1 |
NAME
OF REPORTING PERSON
Susan F. Miller |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☒
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
40,250 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
40,250 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,250 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | The percentage reported in this Schedule 13D is based upon
14,822,251 shares of the Issuer common stock outstanding as of November 21, 2023 (according to the Issuer’s Form 6-K as filed with
the Securities and Exchange Commission on December 1, 2023). |
EXPLANATORY
NOTE
Certain
of the shares of common stock of the Issuer to which this Schedule 13D (this “Schedule 13D”) relates were
previously reported by the certain Reporting Persons (as defined below) on Schedule 13G/A filed with the SEC on February 7, 2022.
The shares held by the Miller Entities (as defined below) do not include those shares held by Alimco Re Ltd. Mr. Subin, MILFAM LLC
and the Miller Entities on the one hand, and Alimco Re Ltd. on the other hand, respectively disclaim (i) the existence of, and
membership in, a “group” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and (ii) beneficial
ownership of the securities reported by the other reporting persons. This Schedule 13D is also being filed to report that the
Reporting Persons have nominated directors for election at the upcoming Annual General Meeting of Shareholders of the Issuer, to be
held on December 29, 2023. This Schedule 13D shall be deemed to be a conversion of the Schedule 13G/A set
forth above.
Introduction
This
Schedule 13D is filed with the SEC on behalf of (i) Neil S. Subin; (ii) MILFAM LLC; (iii) Alimco Re Ltd., (“Alimco
Re”); (iv) Catherine C. Miller Irrevocable Trust dtd 3/26/91; (v) Catherine C Miller Trust A-3; (vi) Catherine Miller
Trust C; (vii) Kimberley S. Miller GST Trust dtd 12/17/1992; (viii) LIMFAM LLC; (ix) LIM III Estate LLC; (x) Lloyd I. Miller Trust
A-1; (xi) Trust D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983; (xii) Lloyd I. Miller, III
Irrevocable Trust dtd 12/31/91; (xiii) Miller Great Grandchildren Trust; (xiv) Susan F. Miller Spousal Trust A-4; (xv) Miller
Family Education and Medical Trust (xvi) MILFAM I L.P.; (xvii) MILFAM II L.P.; (xviii) MILFAM III LLC; and (xix) Susan F. Miller
(each person and entity named in items (i) through (xix), collectively, the “Reporting Persons”, the entities
named in items (iv) through (xviii) together, the “Miller Entities”) relating to the common stock of the
Issuer.
Item
1. Security and Issuer
This
Schedule 13D relates to the common stock of the Issuer, whose principal executive offices are located at Room 2103 Shanghai Mart Tower,
2299 Yan An Road West, Changning District, Shanghai China 200336.
Item
2. Identity and Background
(a),
(b), (c) and (f). This statement is filed by:
(i) Mr.
Subin, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation
is investing assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Subin is
a United States citizen.
(ii) MILFAM
LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of
MILFAM LLC is managing and investing assets held, among others, by or on behalf of or for the benefit of, and advising, certain of the
Miller Entities and other entities. MILFAM LLC is a limited liability company formed under the laws of Delaware. Mr. Subin is the manager
of MILFAM LLC.
(iii) Alimco
Re, whose principal executive offices are located at c/o Strategic Risk Solutions, Cumberland House, 6th Floor, 1 Victoria Street, Hamilton
HM 12, Bermuda. The principal business of Alimco Re is reinsurance. Alimco Re is a corporation formed under the laws of the Islands of
Bermuda.
(iv) Catherine
C. Miller Irrevocable Trust dtd 3/26/91, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C.
Miller Irrevocable Trust dtd 3/26/91 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust
is a United States citizen. Mr. Subin is the trustee of Catherine C. Miller Irrevocable Trust dtd 3/26/91.
(v) Catherine
C Miller Trust A-3, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-3 is
a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM
LLC is the Investment Advisor of Catherine C Miller Trust A-3.
(vi) Catherine
Miller Trust C, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine Miller Trust C is a trust
for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the
Investment Advisor of Catherine Miller Trust C.
(vii) Kimberley
S. Miller GST Trust dtd 12/17/1992, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Kimberley S. Miller
GST Trust dtd 12/17/1992 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United
States citizen. Mr. Subin is the trustee of Kimberley S. Miller GST Trust dtd 12/17/1992.
(viii) LIMFAM
LLC, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIMFAM LLC is to hold
investments. LIMFAM LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIMFAM LLC.
(ix)
LIM Estate, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.
The principal business of LIM Estate is to hold investments. LIM Estate is a limited liability company formed under the laws of Delaware.
MILFAM LLC is the manager of LIM Estate.
(x) Lloyd
I. Miller Trust A-1, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller Trust A-1 is a
trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC
is the Investment Advisor of Lloyd I. Miller Trust A-1.
(xi)
Trust D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983, whose principal address is 2336 SE Ocean
Blvd, Suite 400, Stuart, Florida 34996. Trust D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983 is a
trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr.
Subin is the trustee of Trust D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983.
(xii)
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 is a trust for the benefit of the Miller Family. To the extent such concept is
applicable, the trust is a United States citizen. Mr. Subin is the trustee of Lloyd I. Miller, III Irrevocable
Trust dtd 12/31/91.
(xiii)
Miller Great Grandchildren Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Great
Grandchildren Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a
United States citizen. Mr. Subin is the trustee of Miller Great Grandchildren Trust.
(xiv) Susan
F. Miller Spousal Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Susan F. Miller Spousal
Trust A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen.
Mr. Subin is the trustee of Susan F. Miller Spousal Trust A-4.
(xv) Miller
Family Education and Medical Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Family Education
and Medical Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States
citizen. Mr. Subin is the trustee of Miller Family Education and Medical Trust.
(xvi)
MILFAM I L.P, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400,
Stuart, Florida 34996. The principal business of MILFAM I L.P. is as an investment fund. MILFAM I L.P. is a limited partnership formed
under the laws of Delaware. MILFAM LLC is the general partner of MILFAM I L.P.
(xvii)
MILFAM II L.P., whose principal executive offices are located at 2336 SE Ocean Blvd, Suite
400, Stuart, Florida 34996. The principal business of MILFAM II L.P. is as an investment fund. MILFAM II L.P. is a limited partnership
formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM II L.P.
(xviii)
MILFAM III LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal
business of MILFAM III LLC is as an investment fund. MILFAM III LLC is a limited liability company formed under the laws of Delaware.
MILFAM LLC is the manager of MILFAM III LLC.
(xix) Susan
F. Miller, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller’s principal occupation
is homemaker. Ms. Miller is a United States citizen.
Additional
Information
The
names, addresses and principal occupations of each of Alimco Re’s executive officers and board of directors
and any other persons ultimately in control of those entities are set forth below.
Alimco Re
John Christopher Dougherty, Chief Executive Officer, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.
Mr. Dougherty’s principal occupation is management of Alimco and its subsidiaries. Mr. Dougherty, is a United States citizen.
Jonathan
Marcus, Director, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.
Mr. Marcus’ principal occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.
Robert
Forness, Director, whose principal business address is 16 Burnaby Street, Hamilton Bermuda. Mr. Forness’ principal occupation is
as Chief Executive Officer of Multi-Strat Holdings Ltd, a reinsurance firm headquartered in Bermuda. Mr. Forness is a United States citizen.
Dennis
Johnson, Director, whose principal business address is 2928 Armfield Ave., Burlington, North Carolina 27215. Mr. Johnson’s principal
occupation is as an advisor to the insurance industry. Mr. Johnson is a United States citizen.
(d)
No
Reporting Person has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
To the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
No
Reporting Person, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
To
the knowledge of the Reporting Persons, no persons specified by Instruction C, during the last five years, was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
Mr. Subin is the President
and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of entities formerly managed or advised by
the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of trusts for the benefit of the family of Mr. Miller (the
“Miller Family”).
The aggregate purchase price of the 1,842,087 shares
beneficially owned by Mr. Subin, as manager of MILFAM LLC serving as manager, general partner, or advisor of a number of entities formerly
managed or advised by the late Lloyd I. Miller, III, and as trustee of the trusts for the benefit of the Miller Family, is approximately
$12,746,468.03, excluding brokerage commissions.
The aggregate purchase price of the 166,320 shares
owned by Alimco Re Ltd. is approximately $282,286.48, excluding brokerage commissions.
The sources of funds for each Reporting Person are set forth on the
cover page of this Schedule 13D and are incorporated by reference into this Item 3.
Item
4. Purpose of the Transaction
The
common stock owned by the Reporting Persons was initially acquired for investment purposes. Recently, the Reporting Persons decided to
take an activist investment position in respect of their investment and have nominated four (4) director nominees for election
at the upcoming Annual General Meeting of Shareholders of the Issuer, to be held on December 29, 2023. As of the date of this filing,
other than submitting its director nominees, the Reporting Persons have not come to any conclusions about their objectives for the Issuer,
its board or management, or otherwise with respect to their involvement with the Issuer.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis and will routinely monitor a wide variety of
investment considerations, including, without limitation, current and anticipated future trading prices for the common stock, the Issuer’s
financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Issuer. The
Reporting Persons may from time to time take such actions with respect to its investment in the Issuer as they deem appropriate, including,
without limitation, (i) acquiring additional shares or disposing of some or all of the shares of common stock (or other securities of
the Issuer); (ii) changing their current intentions with respect to any or all matters referred to in this Item 4; and/or (iii) engaging
in hedging, derivative or similar transactions with respect to any securities of the Issuer. Any acquisition or disposition of the Issuer’s
securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, and direct acquisitions
from or dispositions to the Issuer.
As
of the date of this filing, except as set forth in this Schedule 13D, the Reporting Persons currently do not have any plans
or proposals that relate to or would result in activities described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a)
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of common stock and percentages of
the shares of common stock beneficially owned by each Reporting Person. The percentage reported in this Schedule 13D is based upon 14,822,251
shares of common stock outstanding as of November 21, 2023, according to the Issuer’s Form 6-K as filed with the Securities and
Exchange Commission on December 1, 2023.
(b)
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of common stock as to which each Reporting
Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)
Not Applicable.
(d)
Not Applicable.
(e)
Not Applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.
Item
7. Materials to be Filed as Exhibits:
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.
Dated:
December 11, 2023
| |
/s/ Neil S. Subin |
| |
Neil S. Subin |
| |
|
|
| |
MILFAM LLC |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
ALIMCO RE LTD. |
| |
|
|
| |
By: |
/s/ J Christopher
Dougherty |
| |
Name: |
J Christopher
Dougherty |
| |
Title: |
CEO |
| |
|
|
| |
CATHERINE
C. MILLER IRREVOCABLE TRUST DTD 3/26/91 |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
CATHERINE
C. MILLER TRUST A-3 |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
CATHERINE
MILLER TRUST C |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
KIMBERLEY
S. MILLER GST TRUST DTD 12/17/1992 |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
LIMFAM LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
LIM III ESTATE LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
LLOYD I.
MILLER TRUST A-1 |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
Trust
D c/u Lloyd I. Miller Irrevocable Trust Amended and Restated September 20, 1983 |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
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Name: |
Neil S. Subin |
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Title: |
Trustee |
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Lloyd I. Miller, III Irrevocable Trust
dtd 12/31/91 |
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By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
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Title: |
Trustee |
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Miller
Great Grandchildren Trust |
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By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
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Title: |
Trustee |
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SUSAN F. MILLER SPOUSAL TRUST |
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By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
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| |
MILLER FAMILY EDUCATION AND MEDICAL
TRUST |
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By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
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MILFAM I L.P. |
| |
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By: |
MILFAM LLC |
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Its: |
General Partner |
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| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
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MILFAM II L.P. |
| |
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By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
MILFAM III LLC |
| |
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By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
/s/ Susan F. Miller |
| |
Susan F. Miller |
Exhibit
1
JOINT
FILING AGREEMENT
December
11, 2023
The
undersigned hereby agree as follows:
(i)
Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf
of each of them; and
(ii)
Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is
inaccurate.
Date:
December 11, 2023
| |
/s/ Neil S. Subin |
| |
Neil S. Subin |
| |
|
|
| |
MILFAM LLC |
| |
|
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
ALIMCO RE LTD. |
| |
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| |
By: |
/s/ J Christopher
Dougherty |
| |
Name: |
J Christopher
Dougherty |
| |
Title: |
CEO |
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| |
CATHERINE
C. MILLER IRREVOCABLE TRUST DTD 3/26/91 |
| |
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| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
CATHERINE
C. MILLER TRUST A-3 |
| |
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By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
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|
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By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
CATHERINE
MILLER TRUST C |
| |
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By: |
MILFAM LLC |
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Its: |
Investment Advisor |
| |
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
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| |
KIMBERLEY
S. MILLER GST TRUST DTD 12/17/1992 |
| |
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By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
LIMFAM LLC |
| |
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| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
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| |
LIM III ESTATE LLC |
| |
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| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
LLOYD I.
MILLER TRUST A-1 |
| |
|
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| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
Trust D c/u Lloyd I. Miller Irrevocable Trust
Amended |
| |
and Restated September 20, 1983 |
| |
|
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Miller Great Grandchildren Trust |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
SUSAN F. MILLER SPOUSAL TRUST |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILLER FAMILY EDUCATION AND MEDICAL
TRUST |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILFAM I L.P. |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
MILFAM II L.P. |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
MILFAM III LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
/s/ Susan F. Miller |
| |
Susan F. Miller |
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