Amended Statement of Beneficial Ownership (sc 13d/a)
November 05 2019 - 4:38PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 2)
Reven Housing REIT, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per
share
(Title of Class of Securities)
12116R106
(CUSIP Number of Class of Securities)
Xiaofan Bai
CEO/Chairman
Allied Fortune (HK) Management Limited
3/F 169 Yuanmingyuan Road
Shanghai, China 200002
Telephone: (+86) 021 6165-2930
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
November 4, 2019
(Date
of Event which Requires Filing of this Schedule)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which 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 Rule 240.13d-7 for other parties to whom copies are
to be sent.
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, as amended
(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).
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 2 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Allied Fortune (HK) Management Limited(1)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 3 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
King Apex Group Holdings II Limited(1)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 4 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
King Apex Group Holdings III Limited(1)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 5 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Xiaofan Bai(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Bai is the Chief Executive Officer, Chairman, and owner of Allied Fortune (HK) Management Limited (“Allied”),
which provides management services to King Apex II, King Apex III and King Apex IV.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 6 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Xiaohang Bai(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Bai is the Chief Investment Officer of Allied.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 7 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Siyu Lan(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Ms. Lan is the Chief Financial Officer of Allied.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 8 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Lingyun Lu(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Lu is an investor in King Apex II.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 9 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Jianping Wu(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Wu is an investor in King Apex II.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 10 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Yue Chen(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Chen is an investor in King Apex II.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 11 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Di Sun(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Sun is an investor in King Apex II.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 12 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Guangming Lan(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Lan is an investor in King Apex III.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 13 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Zeyi Chen(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Chen is an investor in King Apex III.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 14 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Wei Liu(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Liu is an investor in King Apex III.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 15 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Qiaoqi Zhou(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Zhou is an investor in King Apex III.
|
SCHEDULE
13D
CUSIP No. 12116R106
|
|
Page 16 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Lei Jiang(1)(2)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting Persons are, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Statement.
|
|
(2)
|
Mr. Jiang is an investor in King Apex III.
|
Amendment
No. 2 to Schedule 13D
This Amendment No. 2 to Schedule 13D (this
“Amendment”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the SEC
on October 23, 2013, as amended and supplemented on August 5, 2015 (the “Original Schedule 13D” and, as amended
and supplemented by this Amendment, the “Schedule 13D”). This Amendment relates to the common stock, par value
$0.001 per share (“Common Stock”), of Reven Housing REIT, Inc., a Maryland Corporation (the “Issuer”).
Except as specifically amended by this Amendment,
items in the Original Schedule 13D are unchanged. Capitalized terms used herein that are not defined have the meanings ascribed
to them in the Original Schedule 13D.
As a result of the consummation of the transactions
contemplated by the Merger Agreement (as defined below) on November 4, 2019, the Reporting Persons ceased to be the beneficial
owner of 5% or more of the Common Stock. The filing of this Amendment represents the final amendment to the Original Schedule 13D
and constitutes an exit filing for the Reporting Persons.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 of the Statement is hereby amended
and restated in its entirety as follows:
(a) As of November 4, 2019, the Reporting
Persons no longer beneficially own any shares of Common Stock.
(b) As of November 4, 2019, the Reporting
Persons no longer beneficially have the power to vote and/or dispose of any shares of Common Stock.
(c) Pursuant to the Agreement and Plan of
Merger, dated as of August 30, 2019, as amended (as amended, the “Merger Agreement”), by and among the Issuer,
SOR PORT Holdings, LLC, a Maryland limited liability company (“Parent”), and SOR PORT, LLC, a Maryland limited
liability company and a wholly owned subsidiary of Parent (“Merger Sub”), on November 4, 2019 (the “Effective
Time”), Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger
as a wholly owned subsidiary of Parent. At the Effective Time, each share of Common Stock issued and outstanding immediately prior
to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to approximately $5.13 per
share of Common Stock (without interest and subject to applicable withholding of taxes).
(d) Not applicable.
(e) As of November 4, 2019, the Reporting
Persons ceased to be the owners of any shares of Common Stock.
[Signatures on following page]
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: November 5, 2019
|
/s/ Xiaofan Bai
|
|
Xiaofan Bai
|
|
|
|
|
ALLIED FORTUNE (HK) MANAGEMENT LIMITED
|
|
|
|
|
|
By:
|
/s/ Xiaofan Bai
|
|
Name:
|
Xiaofan Bai
|
|
Title:
|
CEO
|
|
|
|
|
KING APEX GROUP HOLDINGS III LIMITED
|
|
|
|
|
|
By:
|
/s/ Xiaofan Bai
|
|
Name:
|
Xiaofan Bai
|
|
Title:
|
CEO
|
|
|
|
|
/s/ Xiaofan Bai*
|
|
Xiaohang Bai
|
|
|
|
/s/ Xiaofan Bai*
|
|
Siyu Lan
|
|
|
|
/s/ Xiaofan Bai*
|
|
Lingyun Lu
|
|
|
|
/s/ Xiaofan Bai*
|
|
Jianping Wu
|
|
|
|
/s/ Xiaofan Bai*
|
|
Yue Chen
|
|
|
|
/s/ Xiaofan Bai*
|
|
Di Sun
|
|
|
|
/s/ Xiaofan Bai*
|
|
Guangming Lan
|
|
|
|
/s/ Xiaofan Bai*
|
|
Zeyi Chen
|
|
|
|
/s/ Xiaofan Bai*
|
|
Wei Liu
|
|
|
|
/s/ Xiaofan Bai*
|
|
Qiaoqi Zhou
|
|
|
|
/s/ Xiaofan Bai*
|
|
Lei Jiang
|
* Executed by Xiaofan Bai pursuant to Power of Attorney (incorporated
herein by reference to Exhibit 2 of the Issuer’s Schedule 13D filed on September 16, 2014)
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