ARL American Realty Investors Inc

CUSIP No. 029174-10-9

CUSIP No. 029174-10-9

CUSIP No. 029174-10-9

CUSIP No. 029174-10-9

CUSIP No. 029174-10-9

CUSIP No. 029174-10-9

Item 1. Security and Issuer

This Amendment No. 16 to Statement on Schedule 13D (this “ Amendment No. 16 ”) relates to shares of Common Stock, par value $0.01 per share (the “ Shares ”) of American Realty Investors, Inc., a Nevada corporation (the “ Issuer ” or “ ARL ”), and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 15 thereto (the “ Amended Statement ”) previously filed with the Securities and Exchange Commission (the “ Commission ”) by the “Reporting Persons” described below. The principal executive offices of the Issuer are located at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234. The Shares are listed and traded on the New York Stock Exchange (“ NYSE ”). The CUSIP number of the Shares is 029174-10-9.

This Amendment No. 16 to Schedule 13D is being filed to reflect the acquisition through conversion of 200,000 shares of Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred ”) and receipt, on January 12, 2018, of 482,716 Shares (3.012% of the outstanding Shares, after giving effect to the conversion) by one of the Reporting Persons. See item 5(c) below.

Item 2. Identity and Background

Item 2 of the Amended Statement is hereby further amended as follows:

(a)-(c) This Amendment No. 16 is filed on behalf of The Gene E. Phillips Children’s Trust, a trust formed under the laws of the State of Texas (the “ GEP Trust ”), Transcontinental Realty Investors, Inc., a Nevada corporation (“ TCI ”), May Realty Holdings, Inc. (formerly, Realty Advisors Management, Inc.), a Nevada corporation (“ MRHI ”), Realty Advisors, Inc., a Nevada corporation (“ RAI ”), the sole stockholder of which is MRHI, Realty Advisors, LLC, a Nevada limited liability company (“ RALLC ”), the sole member of which is RAI and RA Stock Holdings, Inc. (formerly, Prime Stock Holdings, Inc.), a Nevada corporation (“ Holdings ”), which is wholly owned by RALLC. Each of the Reporting Persons has its principal executive offices located at 1603 LBJ Freeway, Suite 300, Dallas, Texas 75234. All of GEP Trust, TCI, MRHI, RAI, RALLC and Holdings are collectively referred to as the “ Reporting Persons .” The Reporting Persons may be deemed to constitute a “person” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, because Holdings is owned by RALLC, the sole member of which is RAI, the sole stockholder of which is MRHI, which is beneficially owned by a trust established for the benefit of Gene E. Phillips’ children. RALLC owns all of the voting securities of Holdings. The executive officers of TCI are also executive officers of MRHI, RAI and RALLC. Mr. Phillips’ son, Bradford A. Phillips, serves as a Vice President of MRHI and is a beneficiary of the GEP Trust. The executive officers of ARL are also executive officers of TCI.

Item 3. Source and Amount of Funds or Other Consideration

No funds were required of RAI to acquire the 482,716 Shares described in Item 5(c) below from the 200,000 Shares of Series A Preferred.

Item 5. Interest in Securities of the Issuer

The Amended Statement is hereby further amended as follows:

(a)       According to the latest information available from the Issuer, as of January 12, 2018, after giving effect to the conversion, the total number of issued and outstanding Shares was 15,997,076. As of January 12, 2018, after giving effect to the transaction described in item 5(c), the Reporting Persons own and hold directly and beneficially the following Shares as of January 12, 2018:

Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of Holding may be deemed to beneficially own the number of Shares owned by Holdings described above; each of the directors of MRHI may be deemed to beneficially own the number of Shares owned by RAI, RALLC and Holdings described above; each of the managers of RALLC may be deemed to beneficially own the number of Shares beneficially owned by RALLC and Holdings; each of the directors of RAI may be deemed to beneficially own the number of Shares owned by RALLC and Holdings described above; each of the directors of TCI may be deemed to beneficially own the number of Shares owned by TCI described above; the Trustees of the GEP Trust may be deemed to beneficially own the Shares held directly by the GEP Trust. Those individuals and the number of Shares deemed beneficially owned pursuant to Rule 13d-3 and the approximate percent of the class, as well as the relationship, as of January ____, 2018, are set forth in the following table:  

   + Daniel J. Moos owns directly 5,000 Shares, which are not included in the table.

(b)       Each of the managers of RALLC share voting and dispositive power over the 7,921,508 Shares held by RALLC. Each of the directors of Holdings share voting and dispositive power over the 1,459,828 Shares held by Holdings. Each of the directors of TCI share voting and dispositive power over the 229,214 Shares held by TCI. The Trustee of the GEP Trust has complete voting and dispositive power over the 27,602 Shares held by the GEP Trust. Each of the directors of RAI share voting and dispositive power over the 4,471,687 Shares held by RAI.

(c)       During the 60 calendar days ended January 12, 2018, the Reporting Persons and their respective executive officers and directors or managers did not engage in any transaction involving the Shares or any other equity interest derivative thereof, except for RAI’s conversion of 200,000 Shares of Series A Preferred stock into 482,716 Shares.

(d)       No person other than the Reporting Persons or their respective Board of Directors, Managers or Trustees is known to have the right to receive or the power to direct receipt of dividends from, or proceeds of sale of, the Shares of ARL Common Stock held by RAI, RALLC, Holdings, TCI and/or the GEP Trust.

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

Item 6 of the Amended Statement is hereby further amended to read as follows:

Of the Shares owned directly by RAI, 3,433,436 Shares are subject to an accommodation pledge for a loan to another entity at First NBC Bank and 405,900 Shares are subject to a pledge for a loan from Shillington to RAI. Of the Shares owned directly by RALLC, 2,450,000 are subject to an accommodation pledge for a loan to another entity at First NBC Bank.

Of the Shares owned by TCI, 140,000 Shares are subject to an accommodation pledge for a loan to another entity at First NBC Bank.

Of the Shares owned by RALLC, 20,000 Shares are subject to an accommodation pledge for a loan to another entity at United Bank.

Of the 149,635 Shares owned directly by RAI, 5,471,508 Shares owned by RALLC and the 1,459,828 Shares owned by Holdings, all are held in bank and brokerage accounts along with other securities owned by each entity and, as such, those Shares may be deemed to be “collateral” for any borrowings made from time to time pursuant to customary margin or other account arrangements with such banks and/or brokers. Such arrangements are standard involving margin securities of up to a specified percentage of market value of the Shares, as well as other securities in such accounts, bear interest at varying rates and contain only standard default and similar provisions, the operation of which should not give any other person immediate voting power or investment power over such Shares.

Except as set forth in the preceding paragraphs, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities or the Issuer including, but not limited to, transfer of voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, divisions of profits, divisions of profits or loss, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 15 to Statement on Schedule 13D is true, complete, and correct.

Dated: February 14, 2018