UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
EXP WORLD HOLDINGS, INC.
(Name of Issuer)
| Common Stock, $0.00001 Par Value | |
| (Title of Class of Securities) | |
| 30212W100 | |
| (CUSIP Number) | |
Glenn Sanford | Penny Sanford |
Jason Gesing | 336 36th Street |
Eugene Frederick | Bellingham, WA 98225 |
2219 Rimland Drive, Suite 301 | Tel: (360) 393-1853 |
Bellingham, WA 98226 | |
Tel (360) 685-4206 | |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to: Christopher J. Voss K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104
Tel: (206) 370-7609
| September 30, 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 §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -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 § 240.13d-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, as amended (the “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/A
CUSIP No. 30212W100 | |
1 | NAMES OF REPORTING PERSONS Glenn D. Sanford | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) Not Applicable | ||
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 | ||
| 7 | SOLE VOTING POWER | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 43,451,004 shares of common stock (1) | |
8 | SHARED VOTING POWER 267,676 shares of common stock(2) | ||
9 | SOLE DISPOSITIVE POWER 43,451,004 shares of common stock(1) | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 267,676 shares of common stock(2) | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,718,680 shares of common stock | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.63%(3) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| (1) | Includes 42,034,338 shares of common stock and stock options exercisable for an aggregate of 1,416,666 shares of common stock. |
SCHEDULE 13D/A
CUSIP No. 30212W100 |
1 | NAMES OF REPORTING PERSONS Penny Sanford | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) Not Applicable | ||
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 | ||
| 7 | SOLE VOTING POWER | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 27,524,043 shares of common stock | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 27,524,043 shares of common stock | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 0 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,524,043 shares of common stock | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.03%(1) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| (1) | Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022. |
SCHEDULE 13D/A
CUSIP No. 30212W100 |
1 | NAMES OF REPORTING PERSONS Jason Gesing | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) Not Applicable | ||
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 | ||
| 7 | SOLE VOTING POWER | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 2,495,312 shares of common stock(1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 2,495,312 shares of common stock(1) | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 0 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,495,312 shares of common stock | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.63%(2) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
(1) Includes 2,345,312 shares of common stock and stock options exercisable for an aggregate of 150,000 shares of common stock.
(2) Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022.
SCHEDULE 13D/A
CUSIP No. 30212W100 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eugene Frederick | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) Not Applicable | ||
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 | ||
| 7 | SOLE VOTING POWER | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5,236,564 shares of common stock | |
8 | SHARED VOTING POWER 22,795 shares of common stock(1) | ||
9 | SOLE DISPOSITIVE POWER 5,236,564 shares of common stock | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 22,795 shares of common stock (1) | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,259,359 shares of common stock | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.44%(2) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
(1) Shares held by other members of Eugene Frederick’s household.
(2) Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022.
Explanatory Note
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2017 as amended by that certain Amendment No. 1 to Schedule 13D filed on March 8, 2021 (“Amendment No. 1”), as further amended by that certain Amendment No. 2 to Schedule 13D filed on April 23, 2021, as further amended by that certain Amendment No. 3 to Schedule 13D filed on August 24, 2021, as further amended by that certain Amendment No. 4 to Schedule 13D filed on January 25, 2022, and as further amended by that certain Amendment No. 5 to Schedule 13D filed on May 9, 2022 (as amended, the “Schedule 13D”). This Amendment No. 6 is being filed to reflect subsequent acquisitions and dispositions of shares of Common Stock by Mr. Sanford, Mr. Gesing, Mr. Frederick, Ms. Sanford and their reported households, including dispositions pursuant to their respective 10b5-1 Sale Plans. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 6. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of September 30, 2022, the Reporting Persons as a group are the beneficial owners of 78,997,394 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 51.73% of outstanding shares of Common Stock.
By virtue of the relationship described in Amendment No. 1, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities of the Company beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
SIGNATURES
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: November 1, 2022 | | /s/ Glenn Sanford |
| | Glenn Sanford |
| | |
Dated: November 1, 2022 | | /s/ Penny Sanford |
| | Penny Sanford |
| | |
Dated: November 1, 2022 | | /s/ Jason Gesing |
| | Jason Gesing |
| | |
Dated: November 1, 2022 | | /s/ Eugene Frederick |
| | Eugene Frederick |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
SCHEDULE A
Transactions in Shares of Common Stock in the last 60 days
Nature of the Transaction |
| Amount of Shares Purchased/(Sold) |
| Price ($) |
| Date of Purchase/Sale |
Glenn Sanford
Acquisition of Non-Derivative Securities | | 42,008 | | 0.07 | | 09/21/2022 |
Sale of Common Stock | | (42,008) | | 11.52071 | | 09/21/2022 |
Acquisition of Non-Derivative Securities | | 83,659 | | 0.07 | | 09/22/2022 |
Sale of Common Stock | | (83,659) | | 11.09112 | | 09/22/2022 |
Exercise of Derivative Securities | | (42,008) | | 0.00 | | 09/21/2022 |
Exercise of Derivative Securities | | (83,659) | | 0.00 | | 09/22/2022 |
Penny Sanford
Sale of Common Stock3 | | (60,000) | | 12.52064 | | 09/15/2022 |
Sale of Common Stock5 | | (60,000) | | 12.27856 | | 10/12/2022 |
Eugene Frederick
Common Stock issued as Director Compensation7 | | 179 | | 0.00 | | 09/30/2022 |
1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.50 to $11.595, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of eXp World Holdings, Inc. (the “Issuer”), or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.17, inclusive. The reporting person undertakes to provide to 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 purchased at each separate price within the ranges set forth in this footnote.
3 The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.
4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.28 to $12.87, inclusive. The reporting person undertakes to provide to 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 purchased at each separate price within the ranges set forth in this footnote.
5 The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.
6 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.45, inclusive. The reporting person undertakes to provide to 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 purchased at each separate price within the ranges set forth in this footnote.
7 These shares were issued to the reporting person as compensation for his services as a director.