If the filing person
has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
* 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 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 (the “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).
1.
|
Name of Reporting Person:
The LT-3 Exchange Trust
|
2.
|
Check the Appropriate Box if a Member of Group (See
Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC Use Only:
|
4.
|
Source of Funds:
OO
|
5.
|
Check
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:
2,459,379
(1)
|
8. Shared Voting Power:
N/A
|
9. Sole Dispositive Power:
2,459,379
(1)
|
10. Shared Dispositive Power:
N/A
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,459,379
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent of Class Represented By Amount In Row (11):
7.4%
(2)
|
14.
|
Type of Reporting Person:
OO (trust)
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors of the trust have sole decision-making authority
with respect to the trust, including voting power and dispositive power over the Shares.
|
|
(2)
|
Based
upon 33,028,136 shares of common stock (the “
Common Stock
”) of GWG
Holdings, Inc. (the “
Issuer
”) outstanding as of December 27, 2018,
based on information provided by the Issuer.
|
1.
|
Name of Reporting Person:
The LT-4 Exchange Trust
|
2.
|
Check the Appropriate Box if a Member of Group (See
Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC Use Only:
|
4.
|
Source of Funds:
OO
|
5.
|
Check
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:
2,433,839
(1)
|
8. Shared Voting Power:
N/A
|
9. Sole Dispositive Power:
2,433,839
(1)
|
10. Shared Dispositive Power:
N/A
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,433,839
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent of Class Represented By Amount In Row (11):
7.4%
(2)
|
14.
|
Type of Reporting Person:
OO (trust)
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors of the trust have sole decision-making authority
with respect to the trust, including voting power and dispositive power over the Shares.
|
|
(2)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
1.
|
Name of Reporting Person:
The LT-5 Exchange Trust
|
2.
|
Check the Appropriate Box if a Member of Group (See
Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only:
|
4.
|
Source of Funds:
OO
|
5.
|
Check
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:
2,413,847
(1)
|
8. Shared Voting Power:
N/A
|
9. Sole Dispositive Power:
2,413,847
(1)
|
10. Shared Dispositive Power:
N/A
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,413,847
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent of Class Represented By Amount In Row (11):
7.3%
(2)
|
14.
|
Type of Reporting Person:
OO (trust)
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors of the trust have sole decision-making authority
with respect to the trust, including voting power and dispositive power over the Shares.
|
|
(2)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
1.
|
Name
of Reporting Person:
The
LT-6 Exchange Trust
|
2.
|
Check
the Appropriate Box if a Member of Group (See Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only:
|
4.
|
Source
of Funds:
OO
|
5.
|
Check
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:
2,432,573
(1)
|
8. Shared Voting Power:
N/A
|
9. Sole Dispositive Power:
2,432,573
(1)
|
10. Shared Dispositive Power:
N/A
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,432,573
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent of Class Represented By Amount In Row (11):
7.4%
(2)
|
14.
|
Type of Reporting Person:
OO (trust)
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors of the trust have sole decision-making authority
with respect to the trust, including voting power and dispositive power over the Shares.
|
|
(2)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
1.
|
Name of Reporting Person:
The LT-7 Exchange Trust
|
2.
|
Check the Appropriate Box if a Member of Group (See
Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only:
|
4.
|
Source of Funds:
OO
|
5.
|
Check
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:
2,423,634
(1)
|
8. Shared Voting Power:
N/A
|
9. Sole Dispositive Power:
2,423,634
(1)
|
10. Shared Dispositive Power:
N/A
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,423,634
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent of Class Represented By Amount In Row (11):
7.3%
(2)
|
14.
|
Type of Reporting Person:
OO (trust)
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors of the trust have sole decision-making authority
with respect to the trust, including voting power and dispositive power over the Shares.
|
|
(2)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
1.
|
Name of Reporting Person:
The LT-8 Exchange Trust
|
2.
|
Check the Appropriate Box if a Member of Group (See
Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only:
|
4.
|
Source of Funds:
OO
|
5.
|
Check
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:
2,433,539
(1)
|
8. Shared Voting Power:
N/A
|
9. Sole Dispositive Power:
2,433,539
(1)
|
10. Shared Dispositive Power:
N/A
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,433,539
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent of Class Represented By Amount In Row (11):
7.4%
(2)
|
14.
|
Type of Reporting Person:
OO (trust)
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors of the trust have sole decision-making authority
with respect to the trust, including voting power and dispositive power over the Shares.
|
|
(2)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
1.
|
Name
of Reporting Person:
Jeffrey
S. Hinkle, as Trust Advisor to each of the Seller Trusts
|
2.
|
Check
the Appropriate Box if a Member of Group (See Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only:
|
4.
|
Source
of Funds:
N/A
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or
2(e):
☐
|
6.
|
Citizenship
or Place of Organization:
United
States
|
Number
of Shares
Beneficially
Owned By Each
Reporting Person
With:
|
7.
Sole Voting Power:
N/A
|
8.
Shared Voting Power:
25,913,516
(1)
(2)
|
9.
Sole Dispositive Power:
N/A
|
10.
Shared Dispositive Power:
25,913,516
(1)
(2)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
25,913,516
(1) (2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
78.5%
(3)
|
14.
|
Type
of Reporting Person:
IN
|
|
(1)
|
Includes
(i) 1,340,789 shares of Common Stock held in The LT-1 Exchange Trust; (ii) 1,339,983
shares of Common Stock held in The LT-2 Exchange Trust; (iii) 2,459,378 shares of Common
Stock held in The LT-3 Exchange Trust; (iv) 2,433,839 shares of Common Stock held in
The LT-4 Exchange Trust; (v) 2,413,847 shares of Common Stock held in The LT-5 Exchange
Trust; (vi) 2,432,573 shares of Common Stock held in The LT-6 Exchange Trust; (vii) 2,423,634
shares of Common Stock held in The LT-7 Exchange Trust; (viii) 2,433,539 shares of Common
Stock held in The LT-8 Exchange Trust; (ix) 387,654 shares of Common Stock held in The
LT-9 Exchange Trust; (x) 77,129 shares of Common Stock held in The LT-12 Exchange Trust;
(xi) 195,754 shares of Common Stock held in The LT-14 Exchange Trust; (xii) 61,235 shares
of Common Stock held in The LT-15 Exchange Trust; (xiii) 882,872 shares of Common Stock
held in The LT-16 Exchange Trust; (xiv) 37,745 shares of Common Stock held in The LT-17
Exchange Trust; (xv) 78,526 shares of Common Stock held in The LT-18 Exchange Trust;
(xvi) 215,759 shares of Common Stock held in The LT-19 Exchange Trust; (xvii) 4,413 shares
of Common Stock held in The LT-20 Exchange Trust; (xviii) 533,121 shares of Common Stock
held in The LT-21 Exchange Trust; (xix) 533,119 shares of Common Stock held in The LT-22
Exchange Trust; (xx) 1,407,152 shares of Common Stock held in The LT-23 Exchange Trust;
(xxi) 1,407,151 shares of Common Stock held in The LT-24 Exchange Trust; (xxii) 1,407,152
shares of Common Stock held in The LT-25 Exchange Trust; and (xxiii) 1,407,151 shares
of Common Stock held in The LT-26 Exchange Trust. The Trust Advisors have no pecuniary
interest in these shares of Common Stock.
|
|
(2)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors have sole decision-making authority with respect
to each of the Seller Trusts, including voting
power and dispositive power over the shares of
Common Stock held by each of the Seller Trusts.
|
|
(3)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
1.
|
Name
of Reporting Person:
Murray
T. Holland, as Trust Advisor to each of the Seller Trusts
|
2.
|
Check
the Appropriate Box if a Member of Group (See Instructions):
(a)
☐
(b)
☒
|
3.
|
SEC
Use Only:
|
4.
|
Source
of Funds:
N/A
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or
2(e):
☐
|
6.
|
Citizenship
or Place of Organization:
United
States
|
Number
of Shares
Beneficially
Owned By Each
Reporting Person
With:
|
7.
Sole Voting Power:
N/A
|
8.
Shared Voting Power:
25,913,516
(1)
(2)
|
9.
Sole Dispositive Power:
N/A
|
10.
Shared Dispositive Power:
25,913,516
(1)
(2)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
25,913,516
(1) (2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
78.5%
(3)
|
14.
|
Type
of Reporting Person:
IN
|
|
(1)
|
Includes
(i) 1,340,789 shares of Common Stock held in The LT-1 Exchange Trust; (ii) 1,339,983
shares of Common Stock held in The LT-2 Exchange Trust; (iii) 2,459,378 shares of Common
Stock held in The LT-3 Exchange Trust; (iv) 2,433,839 shares of Common Stock held in
The LT-4 Exchange Trust; (v) 2,413,847 shares of Common Stock held in The LT-5 Exchange
Trust; (vi) 2,432,573 shares of Common Stock held in The LT-6 Exchange Trust; (vii) 2,423,634
shares of Common Stock held in The LT-7 Exchange Trust; (viii) 2,433,539 shares of Common
Stock held in The LT-8 Exchange Trust; (ix) 387,654 shares of Common Stock held in The
LT-9 Exchange Trust; (x) 77,129 shares of Common Stock held in The LT-12 Exchange Trust;
(xi) 195,754 shares of Common Stock held in The LT-14 Exchange Trust; (xii) 61,235 shares
of Common Stock held in The LT-15 Exchange Trust; (xiii) 882,872 shares of Common Stock
held in The LT-16 Exchange Trust; (xiv) 37,745 shares of Common Stock held in The LT-17
Exchange Trust; (xv) 78,526 shares of Common Stock held in The LT-18 Exchange Trust;
(xvi) 215,759 shares of Common Stock held in The LT-19 Exchange Trust; (xvii) 4,413 shares
of Common Stock held in The LT-20 Exchange Trust; (xviii) 533,121 shares of Common Stock
held in The LT-21 Exchange Trust; (xix) 533,119 shares of Common Stock held in The LT-22
Exchange Trust; (xx) 1,407,152 shares of Common Stock held in The LT-23 Exchange Trust;
(xxi) 1,407,151 shares of Common Stock held in The LT-24 Exchange Trust; (xxii) 1,407,152
shares of Common Stock held in The LT-25 Exchange Trust; and (xxiii) 1,407,151 shares
of Common Stock held in The LT-26 Exchange Trust. The Trust Advisors have no pecuniary
interest in these shares of Common Stock.
|
|
(2)
|
Subject
to the restrictions in the Orderly Marketing Agreement and Stockholders Agreement, described
in Item 6 below, the Trust Advisors have sole decision-making authority with respect
to each of the Seller Trusts, including voting
power and dispositive power over the shares of
Common Stock held by each of the Seller Trusts.
|
|
(3)
|
Based
upon 33,028,136 shares of common stock (the “Common Stock”) of GWG Holdings,
Inc. (the “Issuer”) outstanding as of December 27, 2018, based on information
provided by the Issuer.
|
|
Item 1.
|
Security and Issuer
|
This Schedule 13D (the “
Schedule
13D
”) relates to the common stock, $0.001 par value (the “
Common Stock
”) of GWG Holdings, Inc. (the
“
Issuer
”). The Issuer’s principal executive office is located at 220 South Sixth Street, Suite 1200,
Minneapolis, MN 55402.
|
Item 2.
|
Identity and Background
|
|
(a)
|
This Schedule 13D is filed jointly on behalf
of the following persons (collectively the “
Reporting Persons
”):
|
|
i.
|
The LT-3 Exchange Trust;
|
|
ii.
|
The LT-4 Exchange Trust;
|
|
iii.
|
The LT-5 Exchange Trust;
|
|
iv.
|
The LT-6 Exchange Trust;
|
|
v.
|
The LT-7 Exchange Trust;
|
|
vi.
|
The LT-8 Exchange Trust (with the
entities listed in clauses “i” through “v” collectively referred
to as the “
Seller Trusts
”);
|
|
vii.
|
Jeffrey S. Hinkle, as Trust Advisor
to each of the Seller Trusts; and
|
|
viii.
|
Murray T. Holland,
as Trust Advisor to each of the Seller Trusts (together with Mr. Hinkle, the “
Trust
Advisors
”).
|
|
(b)
|
The
business address for each Reporting Person is as follows:
|
|
For
the Seller Trusts:
|
325 N. Saint Paul
Street, Suite 4850, Dallas, TX 75201
|
|
|
|
|
For Mr. Hinkle:
|
325 N. Saint Paul
Street, Suite 4850, Dallas, TX 75201
|
|
|
|
|
For Mr. Holland:
|
2021 McKinney Ave., Suite 1950, Dallas, TX 75201
|
|
(c)
|
Present principal occupation or employment:
|
|
For
the Seller Trusts:
|
Not applicable.
|
|
|
|
|
For Mr. Hinkle:
|
Investment professional.
|
|
|
|
|
For Mr. Holland:
|
Investment professional.
|
|
(d)-(e)
|
During the past five years, none of the Reporting
Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which 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 the Seller Trusts is organized in the
State of Delaware. Each of the Trust Advisors is a United States citizen.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The shares of Common Stock of the Issuer
(the “
Shares
”) have been issued to the Seller Trusts as part of the consideration for the Issuer’s acquisition
of certain limited partnership interests (the “
MLP Units
”) in The Beneficient Company Group, L.P., a Delaware
limited partnership (“
Beneficient
”), held by the Seller Trusts and other trusts (collectively, the “
Beneficient
Trusts
”), pursuant to a Master Exchange Agreement dated as of January 12, 2018 (as amended, the “
Master Agreement
”),
among the Issuer, GWG Life, LLC (the Issuer’s wholly owned subsidiary), Beneficient, and the Beneficient Trusts, pursuant
to which the Issuer agreed to issue an aggregate of up to 29.1 million shares of its common stock as partial consideration in
exchange for its receipt of outstanding MLP Units from the Seller Trusts and the other Beneficient Trusts. The Issuer’s
common stock has been issued in the exchange to the Seller Trusts and the other Beneficient Trusts at a deemed purchase price
of $10.00 per share.
On August 10, 2018, the parties entered
into a Third Amendment to Master Agreement, pursuant to which, the parties agreed to consummate the transactions contemplated
by the Master Agreement in two closings.
On the first closing date, which took
place on August 10, 2018 (the “
Initial Transfer Date
”),
|
●
|
Beneficient purchased 5,000,000
shares of the Issuer’s Series B Convertible Preferred Stock, par value $0.001 per
share and having a stated value of $10 per share (the “
Convertible Preferred
Stock
”), for cash consideration of $50,000,000; the Convertible Preferred Stock
was subsequently transferred to the Beneficient Trusts.
|
|
●
|
the Seller Trusts and the
other Beneficient Trusts collectively delivered to the Issuer 4,032,349 MLP Units; and
|
|
●
|
the Issuer issued to certain
of the Beneficient Trusts Seller Trust L Bonds due 2023 (the “
Seller Trust L
Bonds
”) in an aggregate principal amount of $403,234,866; the maturity date
of the Seller Trust L Bonds is August 9, 2023 and they bear interest at 7.50% per year.
|
Under the Master Agreement, at the final
closing (the “
Final Closing
”), which occurred on December 28, 2018 (the “
Final Closing Date
”):
|
●
|
the Beneficient Trusts transferred
to the Issuer an aggregate of 21,650,087 MLP Units;
|
|
●
|
the Convertible Preferred
Stock converted into 5,000,000 shares of the Issuer’s common stock at a conversion
price of $10.00 per share; and
|
|
●
|
the Issuer delivered to the
Beneficient Trusts an aggregate of 27,013,516 shares of its common stock (including 15,216,429
Shares to the Seller Trusts).
|
The terms of the transaction and of the
transaction agreements are more fully described in the Schedule 14C Information Statement filed with the SEC by the Issuer on
December 6, 2018.
|
Item 4.
|
Purpose of Transaction
|
The Reporting Persons have acquired the
Shares for investment purposes. The Shares are subject to restrictions on voting rights and on transfer under a Stockholders Agreement
and an Orderly Marketing Agreement, each as more fully described in Item 6 below.
The Reporting Persons do not have any
present plans which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure;
(g) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4)
of the Act; or (j) any action similar to any of those enumerated above.
|
Item 5.
|
Interest in Securities of the Issuer
|
|
(a)-(b)
|
The beneficial ownership percentage of the
Reporting Persons is calculated based upon 33,028,136 shares of Common Stock of the Issuer outstanding as of December 27,
2018, based on information provided by the Issuer.
|
Reporting Person
|
|
Amount beneficially owned
|
|
|
Percent of class
|
|
|
Sole
Power to vote or direct the vote
(1)
|
|
|
Shared
power to vote or direct the vote
(1)
|
|
|
Sole
power to dispose or to direct the disposition of
(1)
|
|
|
Shared
power to dispose or to direct the disposition of
(1)
|
|
|
Amount of beneficially owned
securities subject to right to acquire
|
|
The LT-3 Exchange Trust
|
|
|
2,459,379
|
|
|
|
7.4
|
%
|
|
|
2,459,379
|
|
|
|
N/A
|
|
|
|
2,459,379
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-4 Exchange Trust
|
|
|
2,433,839
|
|
|
|
7.4
|
%
|
|
|
2,433,839
|
|
|
|
N/A
|
|
|
|
2,433,839
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-5 Exchange Trust
|
|
|
2,413,847
|
|
|
|
7.3
|
%
|
|
|
2,413,847
|
|
|
|
N/A
|
|
|
|
2,413,847
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-6 Exchange Trust
|
|
|
2,432,573
|
|
|
|
7.4
|
%
|
|
|
2,432,573
|
|
|
|
N/A
|
|
|
|
2,432,573
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-7 Exchange Trust
|
|
|
2,423,634
|
|
|
|
7.3
|
%
|
|
|
2,423,634
|
|
|
|
N/A
|
|
|
|
2,423,634
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-8 Exchange Trust
|
|
|
2,433,539
|
|
|
|
7.4
|
%
|
|
|
2,433,539
|
|
|
|
N/A
|
|
|
|
2,433,539
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Jeffrey S. Hinkle, as Trust Advisor to each of the Seller Trusts
|
|
|
25,913,516
|
|
|
|
78.5
|
%
|
|
|
N/A
|
|
|
|
25,913,516
|
|
|
|
N/A
|
|
|
|
25,913,516
|
|
|
|
N/A
|
|
Murray T. Holland, as Trust Advisor to each of the Seller Trusts
|
|
|
25,913,516
|
|
|
|
78.5
|
%
|
|
|
N/A
|
|
|
|
25,913,516
|
|
|
|
N/A
|
|
|
|
25,913,516
|
|
|
|
N/A
|
|
|
(1)
|
The Shares are subject
to restrictions on voting rights and on transfer under a Stockholders Agreement and an
Orderly Marketing Agreement, each as more fully described in Item 6 below.
|
|
(d)
|
The beneficiaries of the Trusts
do not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities beneficially owned by the Trusts.
Except as otherwise set forth
in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by this Schedule 13D.
|
|
Item 6.
|
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
|
The Trust Advisors have sole decision-making
authority with respect to each of the Seller Trusts, and each of the Trust Advisors has joint and several voting power and dispositive
power with the other Trust Advisor with respect to the shares of Common Stock held by each of the Seller Trusts, in each case
subject to the provisions of the Stockholders Agreement and Orderly Marketing Agreement, as further described below.
On the Final Closing Date, the Issuer
and the Seller Trusts entered into a registration rights agreement (the “
GWG Stock Registration Rights Agreement
”)
with respect to the shares of the Issuer’s common stock owned by the Seller Trusts, an orderly marketing agreement (the
“
Orderly Marketing Agreement
”) and a Stockholders agreement (the “
Stockholders Agreement
”),
each as described below.
GWG Stock Registration Rights Agreement
On the Final Closing Date, the Issuer
and the Seller Trusts entered into the GWG Stock Registration Rights Agreement granting resale registration rights to the Seller
Trusts (and certain transferees) with respect to the Shares issued at the Final Closing (the “
GWG Resale Registration
”).
The GWG Resale Registration is intended to provide the parties with the legal right to sell the Shares in compliance with the
Securities Act of 1933.
The GWG Resale Registration provides the
Seller Trusts (and certain transferees) with:
|
●
|
demand registration rights
affording the Seller Trusts and their assigns the right to obligate the Issuer to register
the resale of all of the Shares issued to the Seller Trusts under the Master Agreement,
subject, however, to customary limitations; and
|
|
●
|
piggyback registration rights
affording the Seller Trusts and their assigns the right to include for resale, on any
registration statement the Issuer files, any shares of the Issuer’s common stock
issued under the Master Agreement and not otherwise included on any demand registration
effected pursuant to the rights described immediately above, subject, however, to customary
cutback provisions.
|
The registration rights granted under
the GWG Resale Registration include certain customary conditions and limitations, including the right of underwriters to limit
the number of shares to be included in a registration, the right of the Issuer to delay or withdraw a registration statement under
certain circumstances, and the right to limit the number of shares to be included based on SEC rules, guidance or staff comment.
Subject to certain limited but customary exceptions, it is expected that the Issuer will generally pay all registration expenses
incurred in connection with a GWG Resale Registration.
Notwithstanding the above-described registration
rights granted to the Seller Trusts, the ability of the Seller Trusts to resell the Shares under the GWG Resale Registration will
be limited by the contractual provisions of the Orderly Marketing Agreement (as described below).
Orderly Marketing Agreement
On the Final Closing Date, the Issuer
and the Seller Trusts entered into the Orderly Marketing Agreement for the orderly marketing and resale of the shares of the Issuer’s
common stock that were issued to the Seller Trusts under the Master Agreement. The purpose of the Orderly Marketing Agreement
is to manage the timing and amount of the Issuer’s common shares that are publicly resold in the market since the number
of shares of the Issuer’s common stock issued under the Master Agreement have substantially increased the total number of
the Issuer’s issued and outstanding shares.
The Orderly Marketing Agreement obligates
the Seller Trusts, severally, to:
|
●
|
agree with the Issuer (and
with Beneficient) that no Shares, including Shares a Seller Trust may distribute to the
beneficiaries of that trust, will be transferred or sold without the Issuer’s consent
other than in accordance with the orderly marketing arrangements contained in the Orderly
Marketing Agreement; and
|
|
●
|
agree not to assign or distribute
any of the Shares without conditioning that assignment or distribution upon the agreement
of the assignee or distributee to comply with provisions of the Orderly Marketing Agreement,
including their agreement not to transfer or sell any of the Shares other than in accordance
with the orderly marketing arrangements contained in the Orderly Marketing Agreement.
|
The Orderly Marketing Agreement also contains
covenants of GWG, on the one hand, and Beneficient, on the other hand, to use their commercially reasonable efforts to secure
the assistance of their respective senior executives to assist the investment bank or banks involved in marketing and resale activities.
This assistance may include participating in roadshows from time to time as reasonably requested by the other party.
Stockholders Agreement
On the Final Closing Date, the Issuer
and the Seller Trusts entered into the Stockholders Agreement. The purpose of the Stockholders Agreement is to limit the voting
power of the Seller Trusts and the control they would otherwise be entitled to exercise over the Issuer. The Seller Trusts have
agreed to these concepts and provisions since their main interest in engaging in the transaction is to obtain liquidity for their
common units of Beneficient, which they can obtain by consummating the transaction and selling to the Issuer their common units
of Beneficient (which securities are presently not liquid in that they are not listed on any exchange and do not trade) in exchange
for the Issuer’s issuance to them of its common stock (which is more liquid in that the Issuer’s common stock is listed
on the NASDAQ Capital Market) and the Seller Trust L Bonds as described herein.
To this end, the Stockholders Agreement
contains the following provisions, all of which bind the Seller Trusts and their respective transferees:
|
●
|
until the Seller Trusts own,
in the aggregate, voting securities representing less than 10% of the total voting power,
all voting securities of the Issuer over which they have voting control, with respect
to all matters including without limitation the election and removal of directors, regardless
of whether voted at a regular or special meeting or pursuant to a written consent, will
be voted solely in proportion with the votes cast by all other holders of voting securities
of the Issuer on any matter put before them; and
|
|
●
|
until the earlier of (i)
one year from the Final Closing Date and (ii) the termination of the Orderly Marketing
Agreement, no Seller Trust nor its assignees and transferees (other than pursuant to
a registered public offering) or their respective affiliates will, without the prior
written consent of the Issuer’s Board of Directors, directly or indirectly:
|
|
o
|
acquire,
offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise,
any securities or direct or indirect rights to acquire any voting securities of the Issuer
or any of its subsidiaries other than pursuant to the Master Agreement;
|
|
o
|
seek
or propose to influence or control the management, Board of Directors, or policies of
the Issuer, make or participate, directly or indirectly, in any “solicitation”
of “proxies” (as such terms are used in applicable SEC rules) to vote any
voting securities of the Issuer or any of its subsidiaries, or seek to advise or influence
any other person with respect to the voting of any voting securities of the Issuer or
any of its subsidiaries;
|
|
o
|
submit
a proposal for or offer of (with or without conditions) any merger, recapitalization,
reorganization, business combination, or other extraordinary transaction involving the
Issuer, any of its subsidiaries, or any of their respective securities or assets or,
except as required by law, make any public announcement with respect to the foregoing;
|
|
o
|
enter
into any discussions, negotiations, arrangements, or understandings with any other person
with respect to any of the foregoing, or otherwise form, join, engage in discussions
relating to the formation of, or participate in a “group,” within the meaning
of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or
|
|
o
|
advise,
assist, or encourage any other person in connection with any of the foregoing.
|
In furtherance of the above restrictions,
each of the Seller Trusts has appointed as its proxy and attorney-in-fact the Chief Executive Officer of the Issuer with full
power of substitution, to vote or execute written consents with respect to all of the Shares, provided that such proxy may only
be exercised with respect to a Seller Trust if such Seller Trust fails to comply with its voting obligations under the Stockholders
Agreement.
The Stockholders Agreement shall remain
in effect until the termination of the Orderly Marketing Agreement.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
Exhibit No.
|
|
Description
|
1
|
|
Joint
Filing Agreement dated January 7, 2019, by and among the Reporting Persons.
|
2
|
|
Stockholders
Agreement dated December 27, 2018 by and among the Reporting Persons and the Issuer, with effect from December 28, 2018.
|
3
|
|
Orderly
Marketing Agreement dated December 27, 2018 by and among the Reporting Persons and the Issuer, with effect from December 28,
2018.
|
4
|
|
GWG
Stock Registrations Rights Agreement dated December 27, 2018 by and among the Reporting Persons and the Issuer, with effect
from December 28, 2018.
|
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.
Dated: January 7, 2019
|
THE LT-3 EXCHANGE TRUST
THE LT-4 EXCHANGE TRUST
THE LT-5 EXCHANGE TRUST
THE LT-6 EXCHANGE TRUST
THE LT-7 EXCHANGE TRUST
THE LT-8 EXCHANGE TRUST
|
|
|
|
|
By:
|
/s/ Jeffrey S. Hinkle
|
|
Name:
|
Jeffrey S. Hinkle
|
|
Title:
|
Trust Advisor
|
|
|
|
|
By:
|
/s/ Murray T. Holland
|
|
Name:
|
Murray T. Holland
|
|
Title:
|
Trust Advisor
|
|
|
|
|
MURRAY T. HOLLAND
|
|
|
|
/s/ Murray T. Holland
|
|
Murray T. Holland, as Trust Advisor to the Seller Trusts
|
|
|
|
|
JEFFREY S. HINKLE
|
|
|
|
/s/ Jeffrey S. Hinkle
|
|
Name:
|
Jeffrey S. Hinkle, as Trust Advisor to the Seller Trusts
|