| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
Angel Oak Mortgage, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 par value per share | |
| (Title of Class of Securities) | |
|
03464Y108 | |
| (CUSIP Number) | |
| Shulamit Leviant, Esq. | |
| c/o Davidson Kempner Capital Management LP | |
| 520 Madison Avenue, 30th Floor | |
| New York, New York 10022 | |
| (212) 446 4053 | |
| With a copy to: | |
| Eleazer Klein, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
|
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
May 24, 2022 | |
| (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 8 Pages)
______________________________
* 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).
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Xylem Finance LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 7,389,791 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 7,389,791 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,389,791 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.65% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Davidson Kempner Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 7,389,791 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 7,389,791 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,389,791 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.65% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Anthony A. Yoseloff | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 7,389,791 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 7,389,791 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,389,791 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.65% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 5 of 8 Pages |
The following constitutes Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D filed by the undersigned on July 1, 2021 (the "Original Schedule 13D," together with this Amendment No. 1, the "Schedule 13D"), with respect to the shares of Common Stock of Angel Oak Mortgage, Inc., a Maryland corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 2(a), 3 and 5(a)-(c), as set forth below.
| Item 2. | IDENTITY AND BACKGROUND |
| Item 2(a) of the Schedule 13D is hereby amended and restated, as follows: | |
| (a) | This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": |
| (i) | Xylem Finance LLC, a Delaware limited liability company ("Xylem"). DKCM (as defined below) is the investment manager of Xylem. DKCM is responsible for the voting and investment decisions of Xylem. | ||
| (ii) | Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to Xylem ("DKCM"). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, Suzanne K. Gibbons and Zachary E. Gozali (collectively, the "Managing Members"); and | ||
| (iii) | Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by Xylem reported herein. | ||
| Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |||
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. | |||
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| The 85,431 shares of Common Stock reported herein are held by Xylem and were acquired for an aggregate purchase price of approximately $1,167,116.46, including brokerage commissions, using general working capital of Xylem. |
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: |
| (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 Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 24,927,269 shares of Common Stock issued and outstanding as of May 16, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the Securities and Exchange Commission on May 16, 2022. |
| (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) | Information concerning transactions in the shares of Common Stock effected by the Reporting Persons in the past sixty days is set forth in Schedule A hereto and is incorporated by reference herein. |
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| DATE: May 26, 2022 |
/s/ Anthony A. Yoseloff |
||||
| ANTHONY A. YOSELOFF, (i) individually, (ii) as Executive Managing Member of: (a) Davidson Kempner Capital Management LP, (x) for itself and (y) as Investment Manager of of Xylem Finance LLC. | |||||
| CUSIP No. 03464Y108 | SCHEDULE 13D/A | Page 8 of 8 Pages |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of the shares of Common Stock effectuated by the Reporting Persons during the past sixty days. All transactions were effectuated in the open market through a broker and the price per share excludes commissions. Where a price range is provided in the column Price Range ($), the price reported in that row's Price Per Share ($) column is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices between the price ranges indicated in the Price Range ($) column. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price.
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) | Price Range ($) |
| 05/20/2022 | 30,410 | 12.99 | |
| 05/23/2022 | 6,260 | 13.99 | |
| 05/24/2022 | 48,761 | 13.99 |