Amended Statement of Beneficial Ownership (sc 13d/a)
June 18 2019 - 4:07PM
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. 3)*
GWG
HOLDINGS, INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
36192A
10 9
(CUSIP
Number)
Craig
Opp, General Counsel
220
South Sixth Street, Suite 1200
Minneapolis,
MN 55402
(612)
746-1944
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 28, 2018
(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 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. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) 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 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):
7.5%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
|
|
|
(1)
|
Subject
to the restrictions in the Orderly Marketing Agreement, described in Item 6 of this Schedule 13D as filed on January 7, 2019
(the “
Original Schedule
”), the Trust Advisors of the trust have sole decision-making authority with respect
to the trust, including joint voting power and dispositive power over the Shares.
|
(2)
|
Based
upon 32,975,411 shares of common stock (the “
Common Stock
”) of GWG Holdings, Inc. (the “
Issuer
”)
outstanding as of April 10, 2019, based on information contained in the Schedule 14F-1 filed by the Issuer with the Securities
and Exchange Commission (the “
Commission
”) on April 16, 2019 (the “
Schedule 14F-1
”).
|
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, described in Item 6 of the Original Schedule, the Trust Advisors of
the trust have sole decision-making authority with respect to the trust, including joint voting power and dispositive power
over the Shares.
|
(2)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
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, described in Item 6 of the Original Schedule, the Trust Advisors of
the trust have sole decision-making authority with respect to the trust, including joint voting power and dispositive power
over the Shares.
|
(2)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
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, described in Item 6 of the Original Schedule, the Trust Advisors of
the trust have sole decision-making authority with respect to the trust, including joint voting power and dispositive power
over the Shares.
|
(2)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
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, described in Item 6 of the Original Schedule, the Trust Advisors of
the trust have sole decision-making authority with respect to the trust, including joint voting power and dispositive power
over the Shares.
|
(2)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
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, described in Item 6 of the Original Schedule, the Trust Advisors of
the trust have sole decision-making authority with respect to the trust, including joint voting power and dispositive power
over the Shares.
|
(2)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
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):
78.6%
(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) 2,459,379 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 (collectively, the “
Seller Trusts
”). Jeffrey S. Hinkle has no pecuniary interest in the shares of
Common Stock held by the Seller Trusts.
|
(2)
|
Subject
to the restrictions in the Orderly Marketing Agreement, described in Item 6 of the Original Schedule, the Trust Advisors have
sole decision-making authority with respect to each of the Seller Trusts, including joint voting power and dispositive power
over the shares of Common Stock held by each of the Seller Trusts.
|
(3)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
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):
78.6%
(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) 2,459,379 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. Murray T. Holland has an indirect pecuniary interest in the shares of Common Stock held by the Seller Trusts resulting
from his ownership interest in 30% of the outstanding membership interests of MHT Financial, LLC (“
MHT
”),
the sole beneficiary of each of the Seller Trusts. Consequently, to the extent that MHT, as beneficiary, receives proceeds
from the sale of Common Stock and Seller Trust L Bonds, as contemplated by the Master Agreement, in excess of its contractual
obligations, Mr. Holland would have a right to his pro rata share of any distribution of such proceeds if and when made by
MHT to its members. There can be no assurance (i) that MHT will receive any proceeds in excess of its contractual
obligations, (ii) as to the amount of any such excess, or (iii) that any distribution of such excess will be distributed to
members of MHT, including Mr. Holland.
|
(2)
|
Subject
to the restrictions in the Orderly Marketing Agreement, described in Item 6 of the Original Schedule, the Trust Advisors have
sole decision-making authority with respect to each of the Seller Trusts, including joint voting power and dispositive power
over the shares of Common Stock held by each of the Seller Trusts.
|
(3)
|
Based
upon 32,975,411 shares of Common Stock of the Issuer outstanding as of April 10, 2019, based on information contained in the
Schedule 14F-1.
|
Item
1.
|
Security
and Issuer
|
This
Amendment No. 3 (the “
Amendment
”) amends the Statement on Schedule 13D filed with the Securities and Exchange
Commission (the “
Commission
”) on January 7, 2019 as previously amended on Schedule 13D/A filed with the Commission
on April 17, 2019 and Schedule 13D/A filed with the Commission on April 30, 2019 (as amended, this “
Schedule 13D
”)
with respect 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. Unless
specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not
otherwise defined in this Amendment shall have the meanings set forth in the Schedule 13D.
Item
2.
|
Identity
and Background
|
|
(a)
|
No
amendments hereto.
|
|
(b)
|
No
amendments hereto.
|
|
(c)
|
No
amendments hereto.
|
|
(d)-(e)
|
No
amendments hereto
|
|
(f)
|
No
amendments hereto.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
No
amendment hereto.
Item
4.
|
Purpose
of Transactions
|
No
amendment hereto.
Item
5.
|
Interest
in Securities of the Issuer
|
No
amendments hereto.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item
6 of the Statement is hereby amended by the addition of the following:
Murray
T. Holland has an indirect pecuniary interest in the shares of Common Stock held by the Seller Trusts resulting from his ownership
interest in 30% of the outstanding membership interests of MHT Financial, LLC (“
MHT
”), the sole beneficiary
of each of the Seller Trusts. Consequently, to the extent that MHT, as beneficiary, receives proceeds from the sale of Common
Stock and Seller Trust L Bonds, as contemplated by the Master Agreement, in excess of its contractual obligations, Mr. Holland
would have a right to his pro rata share of any distribution of such proceeds if and when made by MHT to its members. There can
be no assurance (i) that MHT will receive any proceeds in excess of its contractual obligations, (ii) as to the amount of any
such excess, or (iii) that any distribution of such excess will be distributed to members of MHT, including Mr. Holland.
Item
7.
|
Materials
to be Filed as Exhibits.
|
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:
June 18, 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
|
12
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