Amended Statement of Ownership (sc 13g/a)
July 21 2022 - 4:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)1
LEGACY
HOUSING CORPORATION
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
52472M101
(CUSIP
Number)
December 31, 2021
(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) |
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☐ |
Rule
13d-1(c) |
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☒ |
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)
☒ |
3 |
SEC
USE ONLY
|
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4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
1,857,817
|
|
6 |
SHARED
VOTING POWER
3,870,594
|
|
7 |
SOLE
DISPOSITIVE POWER
1,857,817
|
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8 |
SHARED
DISPOSITIVE POWER
3,870,594
|
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9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,728,411(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)
23.7%(2) |
|
12 |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
(1) |
Mr.
Hodgson’s beneficial ownership includes (a) 1,857,817 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) 2,770,594 shares of common stock owned directly by the 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 24,209,556 shares of common stock outstanding as of November 5, 2021 as reported in Legacy Housing Corporation’s
Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2021. |
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”).
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: |
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☒ |
Not
applicable. |
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(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(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); |
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(j) |
☐ |
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(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: _____
|
(a) |
Amount
beneficially owned: |
As of December 31, 2021, Curtis D. Hodgson beneficially owned 5,728,411
shares of Common Stock. Mr. Hodgson’s beneficial ownership includes (i) 1,857,817 shares of Common Stock owned directly by Mr. Hodgson,
(ii) 1,000,000 shares of Common Stock owned directly by Hodgson Ventures, a Texas limited partnership, of which Mr. Hodgson is the general
partner, (iii) 2,770,594 shares of Common Stock owned directly by the Hodgson 2015 Grandchild’s Trust, of which Mr. Hodgson shares
voting and investment power with respect to such shares and (iv) 100,000 shares of Common Stock owned directly by Cusach, Inc., an entity
controlled by Mr. Hodgson.
As of December 31, 2021, Mr. Hodgson owned 23.7% of the outstanding shares
of Common Stock. This percentage is calculated based on 24,209,556 shares of Common Stock outstanding as of November 5, 2021 as reported
in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2021.
|
(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.
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:
July 21, 2022
|
/s/
Curtis D. Hodgson |
|
CURTIS D. HODGSON |
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