Amendment: SEC Form SCHEDULE 13D/A filed by Oxbridge Re Holdings Limited
$OXBR
Property-Casualty Insurers
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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OXBRIDGE RE HOLDINGS Ltd (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G6856M122 (CUSIP Number) |
Douglas Licker, Counsel 101 East Kennedy Boulevard, Suite 4110, Tampa, FL, 33602 (954) 461-6101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/26/2024 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
MARTIN ALLAN S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,010,036.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 189,993 ordinary shares held by Allan S Martin and 98,689 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 83,300 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable; 77,986 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable. As the general partner of Fleur de Lis Partners, LLLP, Mr. Martin has voting and investment power over the ordinary shares and warrants held by that entity. The amount also includes 96,070 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Mr. Martin serves on Board of Directors of the Foundation.
Based upon an aggregate of 6,553,959 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 547,298 shares of ordinary shares that may be acquired by exercise of warrants.
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
Marie B. Martin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
717,714.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 288,682 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 259,298 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable. This amount also includes 17,332 shares held by the Allan S Martin Childrens IRRV Trust and 17,332 ordinary shares issuable upon the exercise of warrants held by the Allan S Martin Childrens IRRV Trust that are currently exercisable. Ms. Martin is the sole Trustee for the Trust. The amount also includes 96,070 shares held by the Martin Family Foundation, Inc. and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable.
Based upon an aggregate of 6,322,291 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 ordinary shares outstanding as reported by Issuer; and (ii) 315,630 shares of ordinary shares able to be acquired upon exercise of warrants.
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
Fleur de Lis Partners, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
326,986.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 77,986 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable
Based upon an aggregate of 6,255,661 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 249,000 shares of ordinary shares able to be acquired upon exercise of warrants.
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
Allan S Martin Children?s IRRV Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
| ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 17,332 shares held by the Allan S Martin Childrens IRRV Trust; and 17,332 ordinary shares issuable upon the exercise of warrants held by the Allan S Martin Childrens IRRV Trust that are currently exercisable. Ms. Martin is the sole trustee of the Trust.
Based upon an aggregate of 6,023,993 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 17,332 shares of ordinary shares able to be acquired upon exercise of warrants.
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
Benjamin A. Martin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
143,736.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
| ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 4,333 shares held by Benjamin A. Martin; and 4,333 ordinary shares issuable upon the exercise of warrants held by Benjamin A. Martin, that are currently exercisable. The amount also includes 96,070 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Mr. Martin serves on Board of Directors of the Foundation.
Based upon an aggregate of 6,049,994 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 43,333 shares of ordinary shares able to be acquired upon exercise of warrants.
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
Katherine M. Sogolow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
143,736.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
| ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 4,333 shares held by Katherine M. Sogolow; and 4,333 ordinary shares issuable upon the exercise of warrants held by Katherine Sogolow, that are currently exercisable. The amount also includes 96,070 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Ms. Sogolow serves on Board of Directors of the Foundation.
Based upon an aggregate of 6,049,994 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 43,333 shares of ordinary shares able to be acquired upon exercise of warrants
SCHEDULE 13D
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| CUSIP No. | G6856M122 |
| 1 |
Name of reporting person
Martin Family Foundation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
135,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
| ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amount includes 96,070 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Each of Mr. Allan S. Martin, Ms. Marie Martin, Mr. Benjamin A. Martin and Ms. Sogolow serve on the Board of the Foundation. Amelja Martin, Samuel D. Martin and Mr. Zachary A. Sogolow also serve on the Board.
Based upon an aggregate of 6,045,661 Issuer ordinary shares of outstanding, consisting of (i) 6,006,661 Issuer ordinary shares outstanding.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
OXBRIDGE RE HOLDINGS Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
SUITE 201, 42 EDWARD STREET, SUITE 201, 42 EDWARD STREET, GEORGETOWN,
CAYMAN ISLANDS
, KY1-9006. |
| Item 2. | Identity and Background |
| (a) | Allan S. Martin, individually, as a Director of the Martin Family Foundation, Inc. and as General Partner of Fleur de Lis Partners, LLLP;
Marie Martin, individually, as Trustee of the Allan S Martin Childrens IRRV Trust and as a as a Director of the Martin Family Foundation, Inc.;
Fleur de Lis Partners, LLLP, a Delaware limited liability limited partnership.
Allan S Martin Childrens IRRV Trust;
Benjamin Martin, individually and as a Director of the Martin Family Foundation, Inc.;
Katherine Sogolow, individually and as a Director of the Martin Family Foundation, Inc.; and
Martin Family Foundation, Inc., a Florida not for profit corporation.
|
| (b) | Fleur de Lis Partners, LLLP is a private limited liability limited partnership principally engaged in the business of investing and managing its own private equity investments. The business address for the Fleur de Lis Partners, LLLP is 101 E. Kennedy Blvd. Suite 4110, Tampa Florida 33602 Mr. Allan S. Martin is the General Partner.
The Allan S Martin Childrens IRRV Trust. The business address is 5013 W San Miguel St. Tampa Florida 33629. Marie B. Martin is the sole trustee.
The Martin Family Foundation, Inc. is a Florida, not-for-profit-corporation. It is a charitable organization and its mission is to provide for opportunities to expand Catholic education and to promote pro-life initiatives. The business address is 5013 W San Miguel St. Tampa Florida 33629. It is managed by its Board of Directors. The following are directors of the Foundation: Mr. Allan S. Martin, Ms. Marie Martin, Mr. Benjamin A. Martin, Ms. Sogolow, Amelja Martin, Samuel D. Martin and Mr. Zachary A. Sogolow.
|
| (d) | None |
| (e) | None. |
| (f) | Each of the individuals are United States citizens. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons used personal funds to purchase Ordinary Shares and warrants. | |
| Item 4. | Purpose of Transaction |
All of the Ordinary Shares and Warrants of the Issuer were acquired for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Martin beneficially owns 1,010,036 Ordinary Shares, constituting 15.41% of the Ordinary Shares of the Issuer outstanding
Ms. Martin beneficially owns 717,714 Ordinary Shares constituting 11.35% of the Ordinary Shares of the Issuer outstanding.
Fleur de Lis Partners, LLLP beneficially owns 326,986 Ordinary Shares constituting 5.22% of the Ordinary Shares of the Issuer outstanding.
The Allan S Martin Childrens IRRV Trust beneficially owns 34,664 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer.
Benjamin Martin beneficially owns 143,736 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer.
Katherine M. Sogolow beneficially owns 143,736 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer.
The Martin Family Foundation, Inc. beneficially owns 135,070 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer.
|
| (c) | To the best knowledge of the Reporting Persons, except for the transactions described in Schedule A attached hereto, none of the Reporting Persons has effected any transactions in the securities of the Issuer during the past 60 days. |
| (d) | Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares reported by this statement. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
SCHEDULE A
Transaction in the Shares During the Past Sixty Days
Nature of Transaction Ordinary Shares Price per Date of
Purchased (Sold) Share (1) Sale
Sale of Ordinary Shares (11,433) 3.09 7/26/24
Sale of Ordinary Shares (3,800) 3.1095 7/26/24
Sale of Ordinary Shares (2,770) 3.1195 7/26/24
Sale of Ordinary Shares (3,738) 3.08 7/29/24
Sale of Ordinary Shares (1,214) 3.0779 7/29/24
Sale of Ordinary Shares (1,230) 3.0859 7/29/24
1. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $3.0381 to $3.1230. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.
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| 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.
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