UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 |
2219 Rimland Drive, Suite 301 | 336 36th Street |
Bellingham, WA 98226 | Bellingham, WA 98225 |
Tel: (360) 685-4206 | Tel: (360) 393-1853 |
(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
| July 31, 2023 | |
| (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 | | 43,284,338 shares of common stock (1) | |
8 | SHARED VOTING POWER 267,800 shares of common stock(2) | ||
9 | SOLE DISPOSITIVE POWER 43,284,338 shares of common stock(1) | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 267,800 shares of common stock(2) | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,552,138 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) 28.43%(3) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| (1) | Includes 41,534,338 shares of common stock and stock options exercisable for an aggregate of 1,750,000 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 | | 26,984,043 shares of common stock | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 26,984,043 shares of common stock | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 0 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,984,043 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) 17.61% (1) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
| (1) | Based on 153,199,179 shares of common stock issued and outstanding as of June 19, 2023. |
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 | | 2,525,358 shares of common stock(1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 2,525,358 shares of common stock(1) | ||
10 | SHARED DISPOSITIVE POWER | ||
| | 0 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,525,358 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) 1.65%(2) | ||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
(1) Includes 2,337,858 shares of common stock and stock options exercisable for an aggregate of 187,500 shares of common stock.
(2) Based on 153,199,179 shares of common stock issued and outstanding as of June 19, 2023.
Explanatory Note
This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) 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, as further amended by that certain Amendment No. 5 to Schedule 13D filed on May 9, 2022, as further amended by that certain Amendment No. 6 to Schedule 13D filed on November 2, 2022 (as amended, the “Schedule 13D”). This Amendment No. 7 is being filed to reflect subsequent dispositions of shares of Common Stock by Mr. Sanford, Ms. Sanford, and Mr. Gesing and their reported households, including dispositions pursuant to their respective 10b5-1 Sale Plans, and the change in the composition of the “group” reporting its beneficial ownership of the securities of the Issuer on this Schedule 13D. 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. 7. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D.
Item 1. Security and Issuer
This Statement relates to shares of common stock, $0.00001 par value (“Common Stock”), of eXp World Holdings, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 2219 Rimland Drive, Suite 301, Bellingham, WA 98226.
Item 2. Identity and Background
| (a) | This schedule is being filed by each of Glenn D. Sanford, Penny Sanford, and Jason Gesing (each, a “Reporting Person” and, collectively, the “Reporting Persons”). |
| (b) | Mr. Sanford is the Chief Executive Officer of the Issuer and eXp Realty, LLC (a wholly-owned subsidiary of the Issuer) and Chairman of the Board of the Issuer. Mr. Gesing is the Chief Industry Relations Officer of the Issuer and a member of the Board of the Issuer. Ms. Sanford is a retired physical therapist. |
| (c) | The business address for Messrs. Sanford and Gesing is 2219 Rimland Drive, Suite 301, Bellingham, WA 98226. The principal address for Ms. Sanford is 336 36th Street #734, Bellingham, WA 98225. |
| (d) | During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a 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 law. |
| (e) | Each of the Reporting Persons is a citizen of the United States. |
Item 4. Purpose of Transaction
The Reporting Persons each acquired the shares of Common Stock of the Issuer for investment purposes. Except as set forth below, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Mr. Sanford is eligible to receive awards under the Issuer’s equity incentive plan as an officer of the Issuer. Mr. Gesing is eligible to receive awards under the Issuer’s equity incentive plan as an employee of the Issuer. Mr. Gesing has entered into Rule 10b5-1 trading plans pursuant to which he may dispose of shares of Common Stock of the Issuer from time to time. Ms. Sanford has entered into Rule 10b5-1 trading plans pursuant to which she may dispose of shares of Common Stock of the Issuer from time to time.
Item 5. Interest in Securities of the Issuer
As of June 19, 2023, the Reporting Persons as a group are the beneficial owners of 73,061,539 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 47.69% of the 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 Issuer 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.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On or about July 31, 2023, Eugene Frederick notified the Reporting Persons that Mr. Frederick would no longer vote together with the Reporting Persons, as a voting group, with respect to the election of directors of the Issuer and on any other matter on which any shares of common stock of the Issuer are entitled to vote. The resulting group is now comprised solely of Mr. Sanford, Ms. Sanford, and Mr. Gesing.
(e)Not applicable.
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: July 31, 2023 | | /s/ Glenn Sanford |
| | Glenn Sanford |
| | |
Dated: July 31, 2023 | | /s/ Penny Sanford |
| | Penny Sanford |
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 Per Share ($) |
| Date of Purchase/Sale |
Glenn Sanford
Penny Sanford
1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.74, 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 $20.50 to $21.16, 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 $19.305 to $20.13, 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.