SEC Form SC 13D/A filed by Altisource Asset Management Corp Com (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 16)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Eric S. Wagner, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue, New York, New York 10110

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(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 which 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 [X].

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 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).

The following constitutes Amendment No. 16 (“Amendment No. 16”) to the Schedule 13D filed by the undersigned on May 1, 2014, as previously amended by Amendments No. 1-15 (collectively, the “Schedule 13D”) with respect to the Series A Convertible Preferred Stock, Par Value $0.01 Per Share (“Preferred Stock”) of Altisource Asset Management Corporation, a United States Virgin Islands corporation (the “Issuer”).  This Amendment No. 16 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)            This statement is filed by Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”), Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”), Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the “Offshore Master Fund”), Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”), Thebes Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the “Thebes Master Fund”), and Luxor Spectrum, LLC, a Delaware limited liability company (the “Spectrum Fund” and collectively with the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund and the Thebes Master Fund, the “Luxor Funds”), LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”), Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”), Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”) and Christian Leone.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund.  By virtue of this relationship, the Offshore Feeder Fund may be deemed to beneficially own the Preferred Stock owned directly by the Offshore Master Fund.

LCG Holdings is the general partner or managing member, as applicable, of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund and the Spectrum Fund. By virtue of these relationships, LCG Holdings may be deemed to beneficially own the Preferred Stock owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund and the Spectrum Fund.

Luxor Capital Group acts as the investment manager of the Luxor Funds.  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of each of LCG Holdings and Luxor Management.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the Preferred Stock beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund and the Spectrum Fund.

Set forth on Schedule A attached hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Offshore Feeder Fund.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)            The business address of each of the Onshore Fund, the Wavefront Fund, the Spectrum Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 7 Times Square, 43rd Floor, New York, New York 10036.  The business address of each of the Offshore Master Fund, the Offshore Feeder Fund and the Thebes Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(c)            The principal business of each of the Luxor Funds is that of a private investment fund engaged in the purchase and sale of securities for its own account.  The principal business of Luxor Capital Group is providing investment management services.  The principal business of Luxor Management is serving as the general partner of Luxor Capital Group.  The principal business of LCG Holdings is serving as the general partner or managing member of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund and the Spectrum Fund.  Mr. Leone’s principal occupation is serving as the managing member of each of Luxor Management and LCG Holdings.

(d)            No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)            No Reporting Person nor any person listed on Schedule A has, during the last five years, been 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.

(f)            Each of the Offshore Master Fund, the Offshore Feeder Fund and the Thebes Master Fund is organized under the laws of the Cayman Islands.  Each of the Onshore Fund, the Wavefront Fund, the Spectrum Fund, LCG Holdings, Luxor Capital Group and Luxor Management is organized under the laws of the State of Delaware.  Mr. Leone is a citizen of the United States of America.

Item 4 is hereby amended to add the following:

On January 11, 2024, the Reporting Persons surrendered all of their Preferred Stock of the Issuer.

Item 5.

Interest in Securities of the Issuer.

(a)

As of the date hereof, none of the Reporting Persons beneficially owns any Preferred Stock.

(b)

As of the date hereof, none of the Reporting Persons has the power to vote or direct the vote of any Preferred Stock.

(c)

The transactions effected by the Reporting Persons in the past 60 days are set forth on Schedule B attached hereto.

(e)

Effective January 11, 2024, the Reporting Persons ceased to have economic exposure in the Issuer to more than 5% of the Preferred Stock outstanding.

Item 6 is hereby amended and restated to read as follows:

The Offshore Master Fund has entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 2,929 common shares. The Derivative Agreements provide the Offshore Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that are the subject of the Derivative Agreements (such common shares, the “Subject Shares”). The Offshore Master Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

Luxor Capital Group, the Luxor Funds (together with Luxor Capital Group, “Luxor”), the Issuer and Nathaniel Redleaf entered into a Settlement Agreement (the “Settlement Agreement”) dated as of January 11, 2024 (the “Effective Date”).  Under the terms of the Settlement Agreement: (i) Luxor surrendered all 144,212 Preferred Stock of the Issuer it held to the Issuer; (ii) Luxor and the Issuer agreed that their related Securities Purchase Agreement dated March 13, 2014, along with the Certificate of Designations dated March 17, 2014 attached thereto, are void and all rights thereunder are extinguished, (iii) the Issuer agreed to pay Luxor 50% of any proceeds received in respect of its damage claims in the action brought by Erbey Holding Corporation pending in USVI Superior Court with case number SX-2018-CV-146, up to a cumulative payout cap to Luxor of $50,000,000; and (iv) the Issuer agreed to provide a $1,000,000 cash payment within five (5) days of the Effective Date.  Furthermore, the Issuer provided three (3) promissory notes (the “Notes” and each, a “Note”) to the Luxor Funds in the following principal amounts and durations: a note in the principal amount of $2,000,000 due and payable on the three (3) year anniversary of the Effective Date; a note in the principal amount of $3,000,000 due and payable on the five (5) year anniversary of the Effective Date; and a note in the principal amount of $6,000,000 due and payable on the eight (8) year anniversary of the Effective Date. Each Note bears annual interest at either 7.5% on a cash basis or 10% paid-in-kind (“PIK”) basis, at the election of the Issuer. The Issuer agreed to refrain from making common stock repurchases or issuing dividends at any time the PIK option is in effect and is subject to certain additional covenants enumerated in the Notes. The Settlement Agreement and each Note (which are attached as Exhibits A-C of the Settlement Agreement) are attached as Exhibit 99.4 hereto and incorporated herein by reference to the Form 8-K/A (File No. 001-36063) filed by the Issuer on January 16, 2024.

On the date hereof, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7 is hereby amended to add the following exhibits

99.2            Joint Filing Agreement.

99.3            Power of Attorney.

99.4            Settlement Agreement, dated January 11, 2024, between Luxor and the Issuer (incorporated by reference to the Issuer’s Current Report on Form 8-K/A (File No. 001-36063)).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

1.	Amber Ramsey

Waystone Governance Ltd

Suite 5B201, 2nd Floor

One Nexus Way, Camana Bay

PO Box 2587

Grand Cayman KY1-1103

Cayman Islands

Ms. Ramsey is an employee of Waystone Governance Ltd, a company that provides administrative services to Cayman Islands private investment companies.

2.            Kimberly Melen

Maples Fiduciary Services

Boundary Hall

PO Box 1093

Grand Cayman, KY1-1102

Cayman Islands

Ms. Melen is an employee of Maples Fiduciary Services (Cayman), a division of the MaplesFS group.  MaplesFS offers a comprehensive range of fiduciary and administration services to finance vehicles and investment funds.

3.            Christian Leone (See Item 2)

1 Effective as of January 11, 2024, the Issuer, Luxor Capital Group and the Luxor Funds entered into the Settlement Agreement described in Item 6, whereby the Reporting Persons surrendered all 144,212 Preferred Stock they held to the Issuer in return for a $1,000,000 cash payment and promissory notes in an aggregate principal amount of $11,000,000 from the Issuer, together with additional consideration set forth in Item 6 hereto and in the Settlement Agreement. The price included in this Schedule B reflects a pro rated allocation of such proceeds across the Reporting Persons.

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D/A with respect to the Series A Convertible Preferred Stock of Altisource Asset Management Corporation, a United States Virgin Islands corporation, dated as of January 18, 2024, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.

/s/ Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

STATE OF NEW YORK                                                      )

COUNTY OF NEW YORK                                                )

On November 6, 2017 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Commission Expires: September 18, 2021