Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 Fevereiro 2024 - 11:00AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(AMENDMENT
NO. 10)*
AMREP
Corporation
(Name
of Issuer)
Common
Stock, par value $0.10 per share
(Title
of Class of Securities)
032159105
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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 the disclosures provided
in a prior cover page. |
The
information required in 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).
CUSIP
NO. 032159105 |
13G |
Page
2 of 7 Pages |
| 1 |
NAMES
OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gate
City Capital Management, LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
212,944 |
|
| 6 |
SHARED
VOTING POWER
0 |
|
| 7 |
SOLE
DISPOSITIVE POWER
432,638 |
|
| 8 |
SHARED
DISPOSITIVE POWER
0 |
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,638 |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[
] |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2% |
|
| 12 |
TYPE
OF REPORTING PERSON
IA |
|
| |
|
|
|
|
CUSIP
NO. 032159105 |
13G |
Page
3 of 7 Pages |
| 1 |
NAMES
OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael
Melby |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
212,944 |
|
| 6 |
SHARED
VOTING POWER
0 |
|
| 7 |
SOLE
DISPOSITIVE POWER
432,638 |
|
| 8 |
SHARED
DISPOSITIVE POWER
0 |
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,638 |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ] |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2% |
|
| 12 |
TYPE
OF REPORTING PERSON
IN |
|
| |
|
|
|
|
CUSIP
NO. 032159105 |
13G |
Page
4 of 7 Pages |
This
Schedule 13G (this "Schedule 13G") is being filed on behalf of Gate City Capital Management, LLC, an Illinois limited
liability company (the "Management Company") and Michael Melby. Mr. Melby serves as the managing member of the Management
Company. The Management Company serves as an adviser to certain private investment funds and managed accounts (the "Funds").
This Schedule 13G relates to Common Shares (the "Common Shares") of AMREP Corporation (the "Issuer") held
by the Funds.
| Item
1. | (a) | Name
of Issuer: |
AMREP
Corporation
| (b) | Address
of Issuer’s Principal Executive Offices: |
850
West Chester Pike, Suite 205, Havertown, PA
| Item
2. | (a) | Name
of Person Filing: |
Gate
City Capital Management, LLC
| (b) | Address
of Principal Business Office or, if None, Residence: |
8725
W. Higgins Road, Suite 530, Chicago, IL 60631
United
States
| (d) | Title
of Class of Securities: |
Common
Stock
032159105
| Item
3. | If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a: |
| |
(a) | [
] | Broker
or dealer registered under Section 15 of the Exchange Act. |
| |
(b) | [
] | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| |
(c) | [
] | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| |
(d) | [
] | Investment company registered under Section 8 of the Investment Company Act. |
| |
(e) | [x] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
(f) | [
] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| |
(g) | [
] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| |
(h) | [
] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act; |
| |
(i) | [
] | A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act; |
| |
(j) | [
] | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
CUSIP
NO. 032159105 |
13G |
Page
5 of 7 Pages |
| 1. | Gate
City Capital Management, LLC |
| (a) |
Amount
beneficially owned: |
432,638 |
| (b) |
Percent
of class: |
8.2% |
| (c) |
Number
of shares as to which the person has: |
|
| |
(i) |
Sole
power to vote or to direct the vote: |
212,944 |
| |
(ii) |
Shared
power to vote or to direct the vote: |
0 |
| |
(iii) |
Sole
power to dispose or to direct the disposition of: |
432,638 |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: |
0 |
| (a) |
Amount
beneficially owned: |
432,638 |
| (b) |
Percent
of class: |
8.2% |
| (c) |
Number
of shares as to which the person has: |
|
| |
(i) |
Sole
power to vote or to direct the vote: |
212,944 |
| |
(ii) |
Shared
power to vote or to direct the vote: |
0 |
| |
(iii) |
Sole
power to dispose or to direct the disposition of: |
432,638 |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: |
0 |
| Item
5. | Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ]
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
Not
applicable
| Item
8. | Identification
and Classification of Members of the Group. |
Not
applicable
| Item
9. | Notice
of Dissolution of Group. |
Not
applicable
CUSIP
NO. 032159105 |
13G |
Page
6 of 7 Pages |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| |
Gate
City Capital Management, LLC |
|
| |
|
|
|
| |
By:
|
/s/ Michael
Melby |
|
| |
Name:
|
Michael
Melby |
|
| |
Title: |
Managing
Member |
|
| |
|
|
|
| |
By:
|
/s/ Michael
Melby |
|
| |
Name:
|
Michael
Melby |
|
| |
|
|
|
| |
Date:
|
February
14, 2024 |
|
CUSIP
NO. 032159105 |
13G |
Page
7 of 7 Pages |
JOINT
FILING AGREEMENT
In
accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations
set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is
attached, and have duly executed this joint filing agreement as of the date set forth below.
Date:
February 14, 2024
| |
Gate
City Capital Management, LLC |
|
| |
|
|
|
| |
By:
|
/s/ Michael
Melby |
|
| |
Name:
|
Michael
Melby |
|
| |
Title: |
Managing
Member |
|
| |
|
|
|
| |
By:
|
/s/ Michael
Melby |
|
| |
Name:
|
Michael
Melby |
|
| |
|
|
|
| |
Date:
|
February
14, 2024 |
|
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