Amended Statement of Beneficial Ownership (sc 13d/a)
December 30 2020 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1)
AEROCENTURY
CORP.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
007737109
(CUSIP Number)
ATIF Holdings Limited
Attn: Jun Liu
Room 3803,
Dachong International Centre, 39 Tonggu
Road
Nanshan District, Shenzhen, China
+(86)
0755-8695-0818
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
December
24, 2020
(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: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§
240.13d-7 for other parties to whom copies are to be sent.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange 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. 007737109
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1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
ATIF Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
N/A
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
by Owned by
Each Reporting
Person
With
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7. Sole Voting Power
0
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8. Shared Voting Power
0
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D/A
The following constitutes Amendment No. 1
to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have
the meanings set forth in the Schedule 13D. This is the final amendment to the Schedule 13D and constitutes an “exit filing”
for the Reporting Person.
Item 5. Interest in Securities of the
Issuer
Items 5(a)-(c) and (e) of the
Schedule 13D are hereby amended and restated in their entirety as follows:
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(a)
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As of the date hereof, the Reporting Person does not beneficially own any Shares.
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(c)
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Information concerning transactions in the Shares effected by the Reporting Person since the filing
of Schedule 13D is set forth below. All of the transactions in Shares listed hereto were effected in the open market through various
brokerage entities.
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Transaction
Date
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Shares
Acquired
(Sold)
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Average
Price
Per
Share
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Description
of
Transaction
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7/6/2020
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500
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$
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2.649
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Open Market
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7/15/2020
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(1,000
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)
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$
|
3.291
|
|
|
Open Market
|
|
10/21/2020
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(60,054
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)
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$
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3.148
|
|
|
Open Market
|
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10/22/2020
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3,500
|
|
|
$
|
2.106
|
|
|
Open Market
|
|
10/23/2020
|
|
21,780
|
|
|
$
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2.058
|
|
|
Open Market
|
|
10/27/2020
|
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14,855
|
|
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$
|
2.014
|
|
|
Open Market
|
|
10/29/2020
|
|
(5,000
|
)
|
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$
|
1.760
|
|
|
Open Market
|
|
10/30/2020
|
|
200
|
|
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$
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1.736
|
|
|
Open Market
|
|
11/5/2020
|
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5,400
|
|
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$
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1.928
|
|
|
Open Market
|
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11/9/2020
|
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8,200
|
|
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$
|
2.074
|
|
|
Open Market
|
|
11/12/2020
|
|
11,627
|
|
|
$
|
1.816
|
|
|
Open Market
|
|
12/9/2020
|
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(6,375
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)
|
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$
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2.441
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|
|
Open Market
|
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12/10/2020
|
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3,000
|
|
|
$
|
2.482
|
|
|
Open Market
|
|
12/11/2020
|
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(18,000
|
)
|
|
$
|
2.494
|
|
|
Open Market
|
|
12/14/2020
|
|
(29,600
|
)
|
|
$
|
2.828
|
|
|
Open Market
|
|
12/15/2020
|
|
(6,063
|
)
|
|
$
|
3.480
|
|
|
Open Market
|
|
12/16/2020
|
|
2,197
|
|
|
$
|
2.160
|
|
|
Open Market
|
|
12/17/2020
|
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2,761
|
|
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$
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2.200
|
|
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Open Market
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12/21/2020
|
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(1,000
|
)
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$
|
2.413
|
|
|
Open Market
|
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12/22/2020
|
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(5,020
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)
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$
|
2.461
|
|
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Open Market
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12/23/2020
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(3,275
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)
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$
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2.381
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|
|
Open Market
|
|
12/24/2020
|
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(40,000
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)
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$
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3.401
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|
|
Open Market
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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.
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ATIF Holdings Limited
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a British Virgin Islands company
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By:
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/s/ Pishan Chi
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Pishan Chi, Chief Executive Officer
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Date: December 30, 2020
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Attention - Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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