CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 2 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Companies Equity Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 3 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCH Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 4 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Financial Securities, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 5 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt FS Holdings II, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 6 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt FS Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 7 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Company, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 8 of 13
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Companies, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 9 of 13
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CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 10 of 13
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CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 11 of 13
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Exhibit 99.1. | |
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Exhibit 99.2. |
Securities Purchase Agreement, dated as of January 18, 2018, by and between Five Oaks Investment Corp. and Hunt Companies Equity Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by the Company on January 18, 2018 (File No. 001-35845)).
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CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 12 of 13
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Exhibit 99.3. |
Shareholder Agreement, dated as of January 18, 2018, by and between Hunt Companies Equity Holdings, LLC and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC by the Company on January 18, 2018 (File No. 001-35845)).
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|
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Exhibit 99.4. |
Registration Rights Agreement, dated as of January 18, 2018, by and between Hunt Companies Equity Holdings, LLC and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by the Company on January 18, 2018 (File No. 001-35845)).
|
Exhibit 99.5. | Share Purchase Agreement, dated as of January 18, 2018, by and between Hunt Companies Equity Holdings, LLC and XL Investments Ltd (incorporated by reference to Exhibit 99.1 to Schedule 13D/A filed with the SEC by XL Investments Ltd on January 18, 2018 (File No. 005-87377)). |
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 13 of 13
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HUNT COMPANIES EQUITY HOLDINGS, LLC
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By:
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/s/ Kara Harchuck
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Name:
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Kara Harchuck
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Title:
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Executive Vice President of HCH Holdings, LLC, its Sole Member
|
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HCH HOLDINGS, LLC
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By:
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/s/ Kara Harchuck
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Name:
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Kara Harchuck
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Title:
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Executive Vice President
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HUNT FINANCIAL SECURITIES, LLC
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By:
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/s/ John D. Nielsen
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Name:
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John D. Nielsen
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Title:
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General Counsel |
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HUNT FS HOLDINGS II, LLC
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||
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By:
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/s/ Kara Harchuck
|
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Name:
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Kara Harchuck
|
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Title:
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Executive Vice President
|
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HUNT FS HOLDINGS, LLC
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||
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By:
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/s/ Kara Harchuck
|
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Name:
|
Kara Harchuck
|
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Title:
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Executive Vice President
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HUNT COMPANY, LLC
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By:
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/s/ Kara Harchuck
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Name:
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Kara Harchuck
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Title:
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Manager
|
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HUNT COMPANIES, INC.
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By:
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/s/ Kara Harchuck
|
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Name:
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Kara Harchuck
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Title:
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Executive Vice President
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Name
|
Present Principal Occupation
|
Woodley L. Hunt
|
Executive Chairman of HCI
|
Marion L. Hunt
|
Director of HCI
|
James C. Hunt
|
Chief Executive Officer, President and Chief Investment Officer of HCI
|
Joshua W. Hunt
|
Executive Vice President of HCI
|
Eileen Byrne
|
Advisor at Byrne Partners, LLC
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Michael Giliberto
|
Owner of S. Michael Giliberto & Co., Inc.; Adjunct professor at Columbia University’s Graduate School of Business
|
James K. Hunt
|
Consultant at Tournament Capital Advisors, LLC
|
James L. Lozier
|
Director of HCI
|
Laura Cox Kaplan
|
Adjunct Professor at American University
|
Clinton E. Wolf, Jr.
|
Partner at Kemp Smith LLP
|
Kara Harchuck
|
Executive Vice President and General Counsel of HCI
|
Clay Parker
|
Executive Vice President and Chief Financial Officer of HCI
|
Daniel Singer
|
Executive Vice President of HCI
|