Statement of Ownership (sc 13g)
December 28 2015 - 5:29PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
AMREP CORPORATION
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
032159105
(CUSIP Number)
December 23, 2015
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x
Rule 13d-1(c)
o Rule 13d-1(d)
CUSIP No. 032159105 |
13G |
Page 2 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
Poplar Point Capital Management LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ |
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(b) ¨ |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF |
5. |
SOLE VOTING POWER 0 |
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SHARES |
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BENEFICIALLY |
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OWNED BY |
6. |
SHARED VOTING POWER 403,292
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EACH |
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REPORTING |
7. |
SOLE DISPOSITIVE POWER 0
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PERSON WITH |
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8. |
SHARED DISPOSITIVE POWER
See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
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12. |
TYPE OF REPORTING PERSON (See Instructions)
IA; HC |
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CUSIP No. 032159105 |
13G |
Page 3 of 9 Pages |
|
1. |
NAMES OF REPORTING PERSONS
Poplar Point Capital Partners LP |
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ |
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(b) ¨ |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF |
5. |
SOLE VOTING POWER 0 |
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SHARES |
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BENEFICIALLY |
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OWNED BY |
6. |
SHARED VOTING POWER 403,292
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EACH |
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REPORTING |
7. |
SOLE DISPOSITIVE POWER 0
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PERSON WITH |
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8. |
SHARED DISPOSITIVE POWER
See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
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12. |
TYPE OF REPORTING PERSON (See Instructions)
PN; HC |
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CUSIP No. 032159105 |
13G |
Page 4 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
Poplar Point Capital GP LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ |
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(b) ¨ |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF |
5. |
SOLE VOTING POWER 0 |
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SHARES |
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BENEFICIALLY |
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OWNED BY |
6. |
SHARED VOTING POWER 403,292
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EACH |
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REPORTING |
7. |
SOLE DISPOSITIVE POWER 0
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PERSON WITH |
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8. |
SHARED DISPOSITIVE POWER
See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
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12. |
TYPE OF REPORTING PERSON (See Instructions)
HC |
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CUSIP No. 032159105 |
13G |
Page 5 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
Jad Fakhry |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
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(b) ¨ |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF |
5. |
SOLE VOTING POWER 0 |
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SHARES |
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BENEFICIALLY |
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OWNED BY |
6. |
SHARED VOTING POWER 403,292
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EACH |
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REPORTING |
7. |
SOLE DISPOSITIVE POWER 0
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PERSON WITH |
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8. |
SHARED DISPOSITIVE POWER
See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
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12. |
TYPE OF REPORTING PERSON (See Instructions)
IN; HC |
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CUSIP No. 032159105 |
13G |
Page 6 of 9 Pages |
| Item 1(a). | Name of Issuer. |
AMREP Corporation
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
300 Alexander Park, Suite 204, Princenton, NJ 08540
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is being jointly filed by Poplar
Point Capital Management LLC (“PPCM”), Poplar Point Capital Partners LP (“PPCP”), Poplar Point Capital
GP LLC (“PPCGP”), and Mr. Jad Fakhry (collectively with PPCM, PPCP and PPCGP, the “Reporting Persons”)
with respect to shares of common stock of the above-named issuer owned by PPCP.
PPCM is the investment manager for PPCP. PPCGP is
the general partner of PPCP. Mr. Fakhry is the manager of PPCM and PPCGP, and owns a controlling interest in, PPCM and PPCGP.
The filing of this statement shall not be construed
as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than
the securities actually owned by such person (if any).
| Item 2(b). | Address of Principal Business Office or, if None,
Residence: |
The address of the principal business office of each
of the Reporting Persons is c/o Poplar Point Capital Management LLC, 840 Hinckley Road, Suite 250, Burlingame, CA 94010.
Each of PPCM and PPCGP is organized as a limited
liability company under the laws of the State of Delaware. PPCP is organized as a limited partnership under the laws of the State
of Delaware. Mr. Fakhry is a U.S. citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share
032159105
| Item 3. | If This Statement is Filed Pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ Bank
as defined, in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8); |
| (e) | x An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
CUSIP No. 032159105 |
13G |
Page 7 of 9 Pages |
| (g) | ¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(15 U.S.C. 1813); |
| (i) | ¨ A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3); |
| (j) | ¨ A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ Group,
in accordance with § 240.13d-113d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
| A. | Poplar Point Capital Management LLC |
| (a) | PPCM may be deemed to beneficially own 403,292 shares
of Common Stock. |
| (b) | The number of shares PPCM may be deemed to beneficially
own constitutes approximately 5.0% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
403,292
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 403,292
| B. | Poplar Point Capital Partners LP |
| (a) | PPCP may be deemed to beneficially own 403,292 shares
of Common Stock. |
| (b) | The number of shares PPCP may be deemed to beneficially
own constitutes approximately 5.0% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
403,292
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 403,292
| C. | Poplar Point Capital GP LLC |
| (a) | PPCGP may be deemed to beneficially own 403,292 shares
of Common Stock. |
| (b) | The number of shares PPCGP may be deemed to beneficially
own constitutes approximately 5.0% of the Common Stock outstanding. |
CUSIP No. 032159105 |
13G |
Page 8 of 9 Pages |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
403,292
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 403,292
| (a) | Fakhry may be deemed to beneficially own 403,292 shares
of Common Stock. |
| (b) | The number of shares Fakhry may be deemed to beneficially
own constitutes approximately 5.0% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
403,292
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 403,292
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
See Item 2 above
| Item 8. | Identification and Classification of Members of the
Group |
Not applicable
| Item 9. | Notice of Dissolution of Group |
Not applicable
CUSIP No. 032159105 |
13G |
Page 9 of 9 Pages |
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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 this 28th day of December,
2015 |
POPLAR POINT CAPITAL MANAGEMENT LLC |
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By: |
/s/ Jad Fakhry |
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Jad Fakhry, Manager |
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POPLAR POINT CAPITAL PARTNERS LP |
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By: |
Poplar Point Capital GP LLC |
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its General Partner |
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By: |
/s/ Jad Fakhry |
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Jad Fakhry, Manager |
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POPLAR POINT CAPITAL GP LLC |
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By: |
/s/ Jad Fakhry |
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Jad Fakhry, Manager |
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/s/ Jad Fakhry |
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JAD FAKHRY, an individual |
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