- Statement of Changes in Beneficial Ownership (4)
June 20 2012 - 7:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Richmond Hill Investments, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
MHI Hospitality CORP
[
MDH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Member of Group Owning 10%
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(Last)
(First)
(Middle)
375 HUDSON STREET,, 12TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/18/2012
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(Street)
NEW YORK, NY 10014
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series A Cumulative Redeemable Preferred Stock
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6/18/2012
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J
(6)
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10592.514
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D
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$1067.89
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12849.196
(7)
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D
(1)
(2)
(3)
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Series A Cumulative Redeemable Preferred Stock
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12849.196
(7)
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I
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See footnotes
(1)
(2)
(3)
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The Reporting Persons listed on this Form 4 maybe be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such group.
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(
2)
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The Reporting Persons listed on this Form 4 may be deemed members of a group with Richmond Hill Capital Partners, LP and certain of its affiliates (collectively, the "Richmond Hill Entities"), which are separately filing a Form 4 with respect to equity securities of the Issuer on the date hereof. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such group with any of the Richmond Hill Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Richmond Hill Entities.
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(
3)
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The amount of securities shown in this row is owned directly by Essex Illiquid, LLC (the "Fund").
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(
4)
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As the investment adviser of the Fund, Richmond Hill Investments, LLC (the "Investment Adviser") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Adviser disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), except to the extent of its pecuniary interest, if any.
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(
5)
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Each of Basil Maher and M. Brian Maher (collectively, the "Individual Reporting Persons"), as a member of the investment committee of the Fund, may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. Each of the Individual Reporting Persons disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest, if any.
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(
6)
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Redemption by Issuer.
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(
7)
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Includes dividends paid in kind.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Richmond Hill Investments, LLC
375 HUDSON STREET,
12TH FLOOR
NEW YORK, NY 10014
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X
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Member of Group Owning 10%
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Essex Illiquid, LLC
C/O RICHMOND HILL INVESTMENTS, LLC
375 HUDSON STREET, 12TH FLOOR
NEW YORK, NY 10014
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X
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Member of Group Owning 10%
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Maher Basil
C/O RICHMOND HILL INVESTMENTS, LLC
70 S. ORANGE AVE. SUITE 105
LIVINGSTON, NJ 07039
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X
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Member of Group Owning 10%
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Maher M. Brian
C/O RICHMOND HILL INVESTMENTS, LLC
70 S. ORANGE AVE. SUITE 105
LIVINGSTON, NJ 07039
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X
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Member of Group Owning 10%
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Signatures
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/s/ John Liu, as chief executive officer of Richmond Hill Investments, LLC
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6/20/2012
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**
Signature of Reporting Person
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Date
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/s/ John Liu, as authorized signatory for Essex Illiquid, LLC
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6/20/2012
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**
Signature of Reporting Person
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Date
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/s/ Basil Maher
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6/20/2012
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**
Signature of Reporting Person
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Date
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/s/ M. Brian Maher
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6/20/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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