Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 Fevereiro 2024 - 5:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. 6)1
LEGACY HOUSING CORPORATION
(Name
of Issuer)
Common Stock, $0.001 Par Value |
(Title
of Class of Securities)
52472M101 |
(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:
|
¨ |
Rule 13d-1(b) |
|
¨ |
Rule 13d-1(c) |
|
x |
Rule 13d-1(d) |
1
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
(“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).
1 |
NAMES OF REPORTING PERSONS
Curtis D. Hodgson |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
896,573
|
6 |
SHARED VOTING POWER
3,769,056
|
7 |
SOLE DISPOSITIVE POWER
896,573
|
8 |
SHARED DISPOSITIVE POWER
3,769,056
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,665,629(1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
19.1%(2)
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
|
| (1) | Mr. Hodgson’s beneficial ownership includes (a) 896,573 shares of Common Stock owned directly
by Mr. Hodgson, (b) 1,000,000 shares of Common Stock owned directly by Hodgson Ventures, a Texas limited partnership, of which
Mr. Hodgson is the general partner, (c) 2,669,056 shares of Common Stock owned directly by Hodgson 2015 Grandchild’s Trust,
of which Mr. Hodgson shares voting and investment power with respect to such shares and (d) 100,000 shares of Common Stock owned
directly by Cusach, Inc., an entity controlled by Mr. Hodgson. |
| (2) | Such percentage is based on 24,391,797 shares of the Company’s Common Stock outstanding as of November 6,
2023 as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9,
2023. |
Item
1(a). |
Name of issuer:
Legacy Housing Corporation, a Texas
corporation (the “Company”).
|
Item
1(b). |
Address of issuer’s principal
executive offices:
1600 Airport Freeway
#100
Bedford, Texas 76022
|
Item
2(a). |
Name of person filing
|
Item
2(b). |
Address of principal business office or, if none, residence
|
Item
2(c). |
Citizenship
Curtis D. Hodgson
c/o Legacy Housing Corporation
1600 Airport Freeway
#100
Bedford, Texas 76022
Citizenship: USA
|
Item
2(d). |
Title of class of securities:
Common Stock, $0.001 par value per
share (the “Common Stock”).
|
Item
2(e). |
CUSIP No.:
52472M101
|
Item
3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
x |
Not
applicable. |
(a) |
¨ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
(b) |
¨ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) |
¨ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) |
¨ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) |
¨ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) |
¨ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) |
¨ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) |
¨ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
¨ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
(j) |
¨ |
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
(k) |
¨ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
|
Item
4 |
Ownership |
(a) |
Amount beneficially owned:
Mr. Hodgson’s beneficial
ownership includes (a) 896,573 shares of Common Stock owned directly by Mr. Hodgson, (b) 1,000,000 shares of Common
Stock owned directly by Hodgson Ventures, a Texas limited partnership, of which Mr. Hodgson is the general partner, (c) 2,669,056
shares of Common Stock owned directly by Hodgson 2015 Grandchild’s Trust, of which Mr. Hodgson shares voting and investment
power with respect to such shares and (d) 100,000 shares of Common Stock owned directly by Cusach, Inc., an entity controlled
by Mr. Hodgson. |
(b) |
Percent of class:
As
of December 31, 2023, Mr. Hodgson owned 19.1% of the outstanding shares of Common Stock. Such
percentage is based on the 24,391,797 shares of the Company’s Common Stock outstanding as of November 6, 2023 as reported
in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9,
2023. |
|
|
|
|
|
| (c) | Number
of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
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.
|
Item
10 |
Certifications.
Not Applicable. |
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.
Dated: February 14, 2024
|
/s/ Max. M. Africk |
|
Name: |
Max. M. Africk |
|
Title: |
Attorney-in-fact* |
* Max M. Africk is signing on behalf of Curtis D. Hodgson as attorney-in-fact
pursuant to the October 23, 2023 Power of Attorney attached hereto and filed herewith as Exhibit 24.
LEGACY HOUSING CORPORATION
LIMITED POWER OF ATTORNEY
SECURITIES LAW COMPLIANCE
Know all by these
presents, that the undersigned, as a Section 16 reporting person of Legacy Housing Corporation (the “Company”), hereby constitutes
and appoints Max M. Africk his true and lawful attorney-in-fact to:
| 1. | execute for and on behalf of the undersigned Schedules 13D and
13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and the rules thereunder; |
| 2. | do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes,
and Forms 3, 4 or 5, and the timely filing of such forms with the U.S. Securities and Exchange Commission and any other authority; and |
| 3. | take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by,
the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported
on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. |
The undersigned
hereby grants to such attorney-in-fact 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, as fully and to, all intents and purposes as he
might or could do in person, with full power of substitution and re-substitution, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, 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 the foregoing attorney-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 Sections 13 and 16 of the Exchange Act.
This Power of
Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms
3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned’s holdings
of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 23rd day of October 2023.
|
/s/ Curtis D. Hodgson |
|
Curtis D. Hodgson |
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