SCHEDULE 13D/A (AMENDMENT NO. 28)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 28)

 

 

NAM TAI PROPERTY INC.

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

629865 205

(CUSIP Number)

Mr. M. K. Koo

c/o Nam Tai Property Inc.

Gushu Community, Xixiang Street

Baoan, Shenzhen,

People’s Republic of China

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedule filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 204.13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 disclosures provided in a prior cover page.

The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchanges 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).

 

 

 


CUSIP No. 629865 205

 

  1 

Names of reporting persons

 

Ming Kown KOO and Sui Sin CHO (Husband and Wife)

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

None

  2

Check the appropriate box if a member of a group n/a

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds

 

    PF

  5

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    Canadian

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7 

Sole voting power:

 

    None

  8

Shared voting power:

 

    5,322,486 Common Shares

  9

Sole dispositive power:

 

    None

10

Shared dispositive power:

 

    5,322,486 Common Shares

11

Aggregate amount beneficially owned by each reporting person

 

    5,922,486(1)

12

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    13.9%(1)(2)

14

Type of reporting person

 

    IN

 

(1)  Includes 600,000 shares underlying stock options that may not be voted or sold until the options are exercised.
(2)  Calculated based on 42,618,322 Common Shares of the Company outstanding as of December 31, 2014.

 

1


Item 1. Security and Issuer.

This statement relates to the common shares, $0.01 par value (the “Common Shares”) of Nam Tai Property Inc. (the “Company”) organized under the laws of the British Virgin Islands, with principal executive offices located at Gushu Community, Xixiang Street, Baoan, Shenzhen, People’s Republic of China.

Item 2. Identity and Background.

 

(a) This statement is being filed by Mr. Ming Kown Koo (“Mr. Koo”) and Mrs. Sui Sin Cho (“Mrs. Koo”), husband and wife (collectively “Mr. and Mrs. Koo”), each an individual.

 

(b) Mr. and Mrs. Koo’s address is Flat A, 6/F, House 1, No. 1 Plantation Road, The Peak, Hong Kong.

 

(c) Mr. Koo is the Executive Chairman on the Board of the Company. Mrs. Koo is a homemaker.

 

(d) During the past five years neither Mr. nor Mrs. Koo has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the past five years neither Mr. nor Mrs. Koo was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Each of Mr. and Mrs. Koo is a Canadian citizen.

Item 3. Source and Amount of Funds and Other Consideration.

The entire sum of the acquisition was sourced from the personal wealth of Mr. and Mrs. Koo.

Item 4. Purpose of Transaction.

The purpose of the acquisition by Mr. and Mrs. Koo of additional Common Shares of the Company is for investment purposes. Depending on such review and on various factors, including, without limitation, the price of the shares, stock market conditions and their personal financial condition and perceived need for cash, Mr. and Mrs. Koo may purchase or sell additional Common Shares of the Company, although they have no present plans or proposals to do so. Except as described herein, neither Mr. nor Mrs. Koo has any plans or proposals that relate to or would result in the matters identified in Item 4(b) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

 

(a) As of February 23, 2015, as a result of their open market acquisition of additional Common Shares of the Company through Westpark Capital, Inc., Mr. and Mrs. Koo beneficially owned 5,922,486 Common Shares of the Company, including 600,000 shares underlying unexercised stock options, representing, beneficial ownership of approximately 13.9% of the Common Shares of the Company outstanding.

 

(b) Mr. and Mrs. Koo have shared voting and investment power over the Common Shares referred to in paragraph (a).

 

(c) The following table sets forth details of purchase of Common Shares of the Company made by Mr. and Mrs. Koo during the last sixty days, all of which were made by open market purchase through Westpark Capital, Inc.:

 

Date

   Number of shares purchased      Price per share  

2/19/2015

     30,000       $ 4.9   

2/20/2015

     40,000       $ 4.9   

2/23/2015

     9,700       $ 4.8   
  

 

 

    

 

 

 
  79,700    $ 4.9   
  

 

 

    

 

 

 

 

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

(e) Not applicable.

 

2


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to Be Filed as Exhibits.

Not applicable.

 

3


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.

Date: February 25, 2015

 

/s/ Ming Kown Koo

Ming Kown Koo (“Mr. Koo”)

/s/ Sui Sin Cho

Sui Sin Cho (“Mrs. Koo”)

 

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