SC 13G/A 1 d917639dsc13ga.htm SC 13G/A SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

 

Schedule 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

_______________________________________________________

  

Great Ajax Corp.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

38983D300

(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)

 

x 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).

 

 
 

 

 
 

CUSIP No. 38983D300

13G

Page 2 of 11 Pages

 

1

NAMES OF REPORTING PERSON:

 

Flexpoint Great Ajax Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 

SOLE VOTING POWER

 

0 shares

6

SHARED VOTING POWER

 

958,750 shares

7

SOLE DISPOSITIVE POWER

 

0 shares

8

SHARED DISPOSITIVE POWER

 

958,750 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

958,750 shares

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)

 

4.33% (a)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

(a)

The percentage is calculated using the 22,142,143 shares of Common Stock outstanding as disclosed in the issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

 

 
 

 

 

 

CUSIP No. 38983D300

13G

Page 3 of 11 Pages

 

1

NAMES OF REPORTING PERSON:

 

Flexpoint Fund II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0 shares

6

SHARED VOTING POWER

 

958,750 shares

7

SOLE DISPOSITIVE POWER

 

0 shares

8

SHARED DISPOSITIVE POWER

 

958,750 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

958,750 shares

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)

 

4.33% (a)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

(a)

The percentage is calculated using the 22,142,143 shares of Common Stock outstanding as disclosed in the issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

 

 
 

 

 

 

CUSIP No. 38983D300

13G

Page 4 of 11 Pages

 

1

NAMES OF REPORTING PERSON:

 

Flexpoint Management II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0 shares

6

SHARED VOTING POWER

 

958,750 shares

7

SOLE DISPOSITIVE POWER

 

0 shares

8

SHARED DISPOSITIVE POWER

 

958,750 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

958,750 shares

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)

 

4.33% (a)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

(a)

The percentage is calculated using the 22,142,143 shares of Common Stock outstanding as disclosed in the issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

 

 
 

 

 

 

CUSIP No. 38983D300

13G

Page 5 of 11 Pages

 

1 

NAMES OF REPORTING PERSON:

 

Flexpoint Ultimate Management II, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0 shares

6

SHARED VOTING POWER

 

958,750 shares

7

SOLE DISPOSITIVE POWER

 

0 shares

8

SHARED DISPOSITIVE POWER

 

958,750 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

958,750 shares

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)

 

4.33% (a)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

(a)

The percentage is calculated using the 22,142,143 shares of Common Stock outstanding as disclosed in the issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

 

 
 

 

 

 

CUSIP No. 38983D300

13G

Page 6 of 11 Pages

 

1

NAMES OF REPORTING PERSON:

 

Donald J. Edwards

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 

SOLE VOTING POWER

 

0 shares

6

SHARED VOTING POWER

 

1,084,128 shares

7

SOLE DISPOSITIVE POWER

 

0 shares

8

SHARED DISPOSITIVE POWER

 

1,084,128 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,084,128 shares

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)

 

4.90% (a)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(a)

The percentage is calculated using the 22,142,143 shares of Common Stock outstanding as disclosed in the issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

 

 
 
 
 

 

CUSIP No. 38983D300

13G

Page 7 of 11 Pages

 

Item 1(a). Name of Issuer: 

 

Great Ajax Corp.

 

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

 

9400 SW Beaverton-Hillsdale Hwy, Suite 131, Beaverton, OR 97005

 

Item 2(a). Name of Persons Filing: 

 

This Schedule 13G is being filed by Flexpoint Great Ajax Holdings, LLC, Flexpoint Fund II, L.P., Flexpoint Management II, L.P., Flexpoint Ultimate Management II, LLC and Donald J. Edwards (individually a “Reporting Person” and collectively the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.

 

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

 

The address of the principal business office of each of the Reporting Persons is c/o Flexpoint Ford, LLC, 676 N. Michigan Ave., Suite 3300, Chicago, IL 60611.

 

Item 2(c). Citizenship: 

 

Each of Flexpoint Great Ajax Holdings, LLC and Flexpoint Ultimate Management II, LLC is a limited liability company organized under the laws of the State of Delaware. Each of Flexpoint Fund II, L.P. and Flexpoint Management II, L.P. is a limited partnership organized under the laws of the State of Delaware. Donald J. Edwards is a United States citizen.

 

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

 

Common stock, par value $0.01 per share (the “Common Stock”)

 

Item 2(e). CUSIP Number: 

 

38983D300

 

 
 

 

 
 

CUSIP No. 38983D300

13G

Page 8 of 11 Pages

 

Item 3. If this statement is filed pursuant to §§ 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)

¨

Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

(k)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Not Applicable.

 

Item 4. Ownership. 

 

 

(a)

Amount beneficially owned:

 

Flexpoint Great Ajax Holdings, LLC is the record owner of 958,750 shares of Common Stock.

 

Flexpoint Fund II, L.P. is the manager of Flexpoint Great Ajax Holdings, LLC. Flexpoint Management II, L.P. is the general partner of Flexpoint Fund II, L.P. Flexpoint Ultimate Management II, LLC is the general partner of Flexpoint Management II, L.P. Donald J. Edwards is the sole managing member of Flexpoint Ultimate Management, LLC.

 

Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Great Ajax Corp., except for Flexpoint Great Ajax Holdings, LLC for the shares which it holds of record as provided herein.

 

 

(b)

Percent of class:

 

Flexpoint Great Ajax Holdings, LLC: 4.33%

Flexpoint Fund II, L.P.: 4.33%

Flexpoint Management II, L.P.: 4.33%

Flexpoint Ultimate Management II, LLC: 4.33%

Donald J. Edwards: 4.90%*

 

* Includes 125,378 shares acquired by Flexpoint Special Assets Fund, L.P. which may be deemed to be beneficially owned by Mr. Edwards. Such shares were acquired after the date the Reporting Persons ceased to own 5% of the issuer's outstanding Common Stock and are not beneficially owned by any of the Reporting Persons other than Mr. Edwards.

 

 
 

 

 

 

CUSIP No. 38983D300

13G

Page 9 of 11 Pages

 

These percentages are calculated using the 22,142,143 shares of Common Stock outstanding as disclosed in the issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote:

 

0 shares for each Reporting Person

 

 

(ii)

shared power to vote or to direct the vote:

 

Flexpoint Great Ajax Holdings, LLC: 958,750 shares

Flexpoint Fund II, L.P.: 958,750 shares

Flexpoint Management II, L.P.: 958,750 shares

Flexpoint Ultimate Management II, LLC: 958,750 shares

Donald J. Edwards: 1,084,128 shares*

 

 

(iii)

sole power to dispose or to direct the disposition of:

 

0 shares for each Reporting Person

 

 

(iv)

shared power to dispose or to direct the disposition of:

 

Flexpoint Great Ajax Holdings, LLC: 958,750 shares

Flexpoint Fund II, L.P.: 958,750 shares

Flexpoint Management II, L.P.: 958,750 shares

Flexpoint Ultimate Management II, LLC: 958,750 shares

Donald J. Edwards: 1,084,128 shares*

 

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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ý

 

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. 

 

Not Applicable.

 

 
 

 

 

 

CUSIP No. 38983D300

13G

Page 10 of 11 Pages

 

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. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

 

EXHIBIT INDEX

 

Exhibit No.

 

1

 

Joint Filing Agreement, dated April 24, 2020

 

 
 
 
 

 

CUSIP No. 38983D300

13G

Page 11 of 11 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

 

Dated: April 24, 2020.

 

FLEXPOINT GREAT AJAX HOLDINGS, LLC

By:

Flexpoint Fund II, L.P.

Its Manager

By:

Flexpoint Management II, L.P.

Its General Partner

By:

Flexpoint Ultimate Management II, LLC

Its General Partner

 

By:

/s/ Donald J. Edwards

 

Name:

Donald J. Edwards

 

Title:

Manager

 

 

FLEXPOINT FUND II, L.P.

By:

Flexpoint Management Fund II, L.P.

Its General Partner

By:

Flexpoint Ultimate Management II, LLC

Its General Partner

 

By:

/s/ Donald J. Edwards

 

Name:

Donald J. Edwards

 

Title:

Manager

 

 

FLEXPOINT MANAGEMENT II, L.P.

By:

Flexpoint Ultimate Management II, LLC

Its General Partner

 

By:

/s/ Donald J. Edwards

 

Name:

Donald J. Edwards

 

Title:

Manager

 

 

FLEXPOINT ULTIMATE MANAGEMENT II, LLC

By:

/s/ Donald J. Edwards

Name:

Donald J. Edwards

Title:

Manager

 

DONALD J. EDWARDS

 

 

/s/ Donald J. Edwards