Statement of Changes in Beneficial Ownership (4)
December 15 2022 - 5:27PM
Edgar (US Regulatory)
FORM 4
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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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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MENDELSOHN LAWRENCE |
2. Issuer Name and Ticker or Trading Symbol
Great Ajax Corp.
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AJX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER |
(Last)
(First)
(Middle)
13190 SW 68TH PARKWAY, SUITE 110 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2022 |
(Street)
TIGARD, OR 97223
(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)
_X
_ Form filed by One Reporting Person
___ 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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Common Stock, par value $0.01 per share | | | | | | | | 133434 | D | |
Common Stock, par value $0.01 per share | | | | | | | | 127315 (1) | I | By Thetis Asset Management LLC |
Common Stock, par value $0.01 per share | | | | | | | | 16061 (1) | I | By Flanders Street Credit Partners I., L.P. |
Common Stock, par value $0.01 per share | | | | | | | | 69184 (1) | I | By Aspen Uranus LLC |
Common Stock, par value $0.01 per share | | | | | | | | 73 | I | By wife |
Common Stock, par value $0.01 per share | | | | | | | | 73 | I | By son |
Common Stock, par value $0.01 per share | 12/14/2022 | | J | | 361912 (2) | D | $7.67 | 0 | I | By Gregory Funding LLC |
Common Stock, par value $0.01 per share | | | | | | | | 1088 | I | By AIM Capital |
Common Stock, par value $0.01 per share | | | | | | | | 4742 | I | RPM Capital LLC |
Common Stock, par value $0.01 per share | | | | | | | | 544 | I | By wife through RAD Children's Trust |
Common Stock, par value $0.01 per share | | | | | | | | 127730 (1)(2)(3) | I | By Aspen Yo LLC |
Common Stock, par value $0.01 per share | | | | | | | | 14953 (4) | I | By Mendelsohn Family Limited Partnership |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
7.25% Convertible Notes due 2024 | $14.36 (5) | | | | | | | 4/30/2023 | 4/30/2024 | Common Stock, par value $0.01 per share | 13924.0 (6) | | 8000 (1) | I | By Aspen Uranus LLC |
Explanation of Responses: |
(1) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose. |
(2) | As was previously publicly disclosed, on December 9, 2021, Gregory Funding LLC ("Gregory") issued a promissory note to Great Ajax Corp. ("Great Ajax") under which Gregory was given the opportunity to borrow up to $3.5 million on a revolving line of credit from Great Ajax with interest accruing at 7.2% annually. On December 14, 2022, Gregory and Great Ajax agreed to exchange 361,912 shares of Great Ajax held by Gregory for a reduction in the amount of outstanding debt owed under the promissory note based upon the volume-weighted average price of the shares as reported during the ten trading day period preceding the date of the exchange. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | Includes 127,315 shares held by Thetis Asset Management LLC, and 415 shares held by Aspen Yo LLC reported herein. Total is net of distributions of 122,380 shares; this includes 471 shares distributed to Aspen Uranus LLC, 182 shares distributed to AIM Capital, 794 shares distributed to RPM Capital LLC, 92 shares distributed to RAD Children's Trust, 1,478 shares distributed to Mendelsohn Family Limited Partnership, and 119,363 shares distributed to entities not controlled by Mr. Mendelsohn. |
(4) | Mr. Mendelsohn and certain members of his family are partners of Mendelsohn Family Limited Partnership. |
(5) | The conversion rate of the 7.25% convertible notes due 2024 (the "Notes") equals 1.7405 shares of the Issuer's common stock per $25.00 principal amount of notes (equivalent to a conversion price of approximately $14.36 per share of the Issuer's common stock). The conversion rate, and thus the conversion price, will be subject to adjustment in accordance with the terms of the Notes. |
(6) | Calculated based on the conversion rate of 1.7405 shares of the Issuer's common stock per $25.00 principal amount of Notes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MENDELSOHN LAWRENCE 13190 SW 68TH PARKWAY SUITE 110 TIGARD, OR 97223 | X |
| CHIEF EXECUTIVE OFFICER |
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Signatures
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/s/ Lawrence Mendelsohn | | 12/15/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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