Amended Statement of Beneficial Ownership (sc 13d/a)
October 27 2020 - 5:23PM
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. 5)*
GWG
HOLDINGS, INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
36192A
10 9
(CUSIP
Number)
Murray
T. Holland, Chief Executive Officer
325
North St. Paul Street, Suite 2650
Dallas,
Texas 75201
(612)
746-1944
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
23, 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 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:
2,089,241
(1)
|
8.
Shared Voting Power:
N/A
|
9.
Sole Dispositive Power:
2,089,241
(1)
|
10.
Shared Dispositive Power:
N/A
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,089,241
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
6.3%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
(1)
|
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 33,094,664 shares of common stock (the “Common Stock”) of GWG Holdings, Inc. (the “Issuer”)
outstanding as of August 11, 2020, based on information contained in the Form 10-Q filed by the Issuer with the Securities
and Exchange Commission (the “Commission”) on August 14, 2020 (the “Second Quarter Form 10-Q”).
|
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:
2,067,544
(1)
|
8.
Shared Voting Power:
N/A
|
9.
Sole Dispositive Power:
2,067,544
(1)
|
10.
Shared Dispositive Power:
N/A
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,067,544
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
6.2%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
(1)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
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:
2,050,562
(1)
|
8.
Shared Voting Power:
N/A
|
9.
Sole Dispositive Power:
2,050,562
(1)
|
10.
Shared Dispositive Power:
N/A
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,050,562
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
6.2%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
(1)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
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:
2,066,469
(1)
|
8.
Shared Voting Power:
N/A
|
9.
Sole Dispositive Power:
2,066,469
(1)
|
10.
Shared Dispositive Power:
N/A
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,066,469
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
6.2%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
(1)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
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:
2,058,876
(1)
|
8.
Shared Voting Power:
N/A
|
9.
Sole Dispositive Power:
2,058,876
(1)
|
10.
Shared Dispositive Power:
N/A
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,058,876
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
6.2%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
(1)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
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:
2,067,290
(1)
|
8.
Shared Voting Power:
N/A
|
9.
Sole Dispositive Power:
2,067,290
(1)
|
10.
Shared Dispositive Power:
N/A
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,067,290
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
6.2%
(2)
|
14.
|
Type
of Reporting Person:
OO
(trust)
|
(1)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
1.
|
Name
of Reporting Person:
James
E. Turvey, 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:
16,076,252
(1) (2)
|
9.
Sole Dispositive Power:
N/A
|
10.
Shared Dispositive Power:
16,076,252
(1) (2)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
16,076,252
(1) (2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
48.6%
(3)
|
14.
|
Type
of Reporting Person:
IN
|
(1)
|
Includes
(i) 2,089,241 shares of Common Stock held in The LT-3 Exchange Trust; (ii) 2,067,544 shares of Common Stock held in The LT-4
Exchange Trust; (iii) 2,050,562 shares of Common Stock held in The LT-5 Exchange Trust; (iv) 2,066,469 shares of Common Stock
held in The LT-6 Exchange Trust; (v) 2,058,876 shares of Common Stock held in The LT-7 Exchange Trust; (viii) 2,067,290 shares
of Common Stock held in The LT-8 Exchange Trust; and (iv) an aggregate of 3,676,270 shares of Common Stock held in other trusts
for which Mr. Turvey is a trust advisor (such other trusts, the “Other Trusts” and collectively with 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 and
The LT-8 Exchange Trust, the “Seller Trusts”). James E. Turvey has no pecuniary interest in the shares
of Common Stock held by the Seller Trusts.
|
(2)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
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:
16,076,252
(1) (2)
|
9.
Sole Dispositive Power:
N/A
|
10.
Shared Dispositive Power:
16,076,252
(1) (2)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
16,076,252
(1) (2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
|
13.
|
Percent
of Class Represented By Amount In Row (11):
48.6%
(3)
|
14.
|
Type
of Reporting Person:
IN
|
(1)
|
Includes
(i) 2,089,241 shares of Common Stock held in The LT-3 Exchange Trust; (ii) 2,067,544 shares of Common Stock held in The LT-4
Exchange Trust; (iii) 2,050,562 shares of Common Stock held in The LT-5 Exchange Trust; (iv) 2,066,469 shares of Common Stock
held in The LT-6 Exchange Trust; (v) 2,058,876 shares of Common Stock held in The LT-7 Exchange Trust; (vii) 2,067,290 shares
of Common Stock held in The LT-8 Exchange Trust; and (vi) an aggregate of 3,676,270 shares of Common Stock held in the Other
Trusts. Mr. Holland is a trust advisor or to the Other Trusts. Murray T. Holland may be deemed to have an indirect interest
in the shares of Common Stock held by the Seller Trusts resulting from his indirect 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 any 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 receive his pro rata share of any distribution of such proceeds if and when made by MHT to its members, though Mr. Holland
does not have sole control over the decision to effect any such distribution by MHT. 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. The filing of
the Amendment (as defined below) shall not be construed as an admission that Mr. Holland is, for any purpose other than Section
13 of the Act, the beneficial owner of such shares.
|
(2)
|
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 33,094,664 shares of Common Stock of the Issuer outstanding as of August 11, 2020, based on information contained in
the Second Quarter Form 10-Q.
|
Item
1.
|
Security
and Issuer
|
Item
1 of the Statement is hereby amended and restated in its entirety as follows:
This
Amendment No. 5 (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, Schedule 13D/A filed with the Commission on April 30, 2019, Schedule 13D/A filed with the Commission on June
18, 2019, and Schedule 13D/A filed with the Commission on September 12, 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 325 North St. Paul Street, Suite 2650, Dallas, Texas 75201. 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
4.
|
Purpose
of Transactions
|
Item
4 of the Statement is hereby amended and supplemented by the addition of the following:
“On
October 23, 2020, and effective as of September 30, 2020, each of The LT-21 Exchange Trust, The LT-22 Exchange Trust, The LT-23
Exchange Trust, The LT-24 Exchange Trust, The LT-25 Exchange Trust, and The LT-26 Exchange Trust (each, an “Exchange
Trust” and collectively, the “Exchange Trusts”), trusts for which James E. Turvey and Murray T. Holland
serve as Trust Advisors, on the one hand, transferred its shares of Common Stock of the Issuer and Seller Trust L Bonds of the
Issuer to one of the following trusts: The LT-21 LiquidTrust, The LT-22 LiquidTrust, The LT-23 LiquidTrust, The LT-24 LiquidTrust,
The LT-25 LiquidTrust, and The LT-26 LiquidTrust (each, a “LiquidTrust” and collectively, the “LiquidTrusts”),
and, on the other hand, each LiquidTrust transferred to one of the Exchange Trusts its beneficial interest in a certain custody
trust.
On
October 23, 2020, and effective as of September 30, 2020, each of the Seller Trusts and the Exchange Trusts entered into an Omnibus
Exchange Agreement, pursuant to which the Seller Trusts and the Exchange Trusts agreed to reallocate amongst the Seller Trusts
and the Exchange Trusts certain of the shares of Common Stock they held to correct certain misallocations.”
Item
5.
|
Interest
in Securities of the Issuer
|
Item
5(a)-(b) of the Statement is hereby amended and restated in its entirety as follows:
|
“(a)-(b)
|
The
beneficial ownership percentage of the Reporting Persons is calculated based upon 33,094,664 shares of Common Stock of the
Issuer outstanding as of August 11, 2020, based on information contained in the Second Quarter Form 10-Q.
|
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
|
|
|
2,089,241
|
|
|
|
6.3
|
%
|
|
|
2,089,241
|
|
|
|
N/A
|
|
|
|
2,089,241
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-4 Exchange
Trust
|
|
|
2,067,544
|
|
|
|
6.2
|
%
|
|
|
2,067,544
|
|
|
|
N/A
|
|
|
|
2,067,544
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-5 Exchange
Trust
|
|
|
2,050,562
|
|
|
|
6.2
|
%
|
|
|
2,050,562
|
|
|
|
N/A
|
|
|
|
2,050,562
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-6 Exchange
Trust
|
|
|
2,066,469
|
|
|
|
6.2
|
%
|
|
|
2,066,469
|
|
|
|
N/A
|
|
|
|
2,066,469
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-7 Exchange
Trust
|
|
|
2,058,876
|
|
|
|
6.2
|
%
|
|
|
2,058,876
|
|
|
|
N/A
|
|
|
|
2,058,876
|
|
|
|
N/A
|
|
|
|
N/A
|
|
The LT-8 Exchange
Trust
|
|
|
2,067,290
|
|
|
|
6.2
|
%
|
|
|
2,067,290
|
|
|
|
N/A
|
|
|
|
2,067,290
|
|
|
|
N/A
|
|
|
|
N/A
|
|
James
E. Turvey, as Trust Advisor to each of the Seller Trusts
|
|
|
16,076,252
|
|
|
|
48.6
|
%
|
|
|
N/A
|
|
|
|
16,076,252
|
|
|
|
N/A
|
|
|
|
16,076,252
|
|
|
|
N/A
|
|
Murray
T. Holland, as Trust Advisor to each of the Seller Trusts
|
|
|
16,076,252
|
|
|
|
48.6
|
%
|
|
|
N/A
|
|
|
|
16,076,252
|
|
|
|
N/A
|
|
|
|
16,076,252
|
|
|
|
N/A
|
|
(1)
|
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.”
|
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
|
Item
6 of the Statement is hereby amended and supplemented by the addition of the following:
“The
information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.”
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:
October 27, 2020
|
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/
James E. Turvey
|
|
Name:
|
James E. Turvey
|
|
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
|
|
|
|
|
JAMES E. TURVEY
|
|
|
|
/s/
James E. Turvey
|
|
James E. Turvey, as Trust Advisor to the Seller Trusts
|
11
GWG (NASDAQ:GWGH)
Historical Stock Chart
From Mar 2024 to Apr 2024
GWG (NASDAQ:GWGH)
Historical Stock Chart
From Apr 2023 to Apr 2024