Filing Details
- Accession Number:
- 0001193125-21-335206
- Form Type:
- 13D Filing
- Publication Date:
- 2021-11-18 19:00:00
- Filed By:
- Kgt Investments, Llc
- Company:
- Condor Hospitality Trust Inc. (NASDAQ:CDOR)
- Filing Date:
- 2021-11-19
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| KGT Investments | 0 | 517,094 | 0 | 517,094 | 517,094 | 3.5% |
| Mahmood Khimji | 0 | 517,094 | 0 | 517,094 | 517,094 | 3.5% |
| SGT Investments | 0 | 517,095 | 0 | 517,095 | 517,095 | 3.5% |
| SGT Investments GP | 0 | 517,095 | 0 | 517,095 | 517,095 | 3.5% |
| Mehdi Khimji | 0 | 517,095 | 0 | 517,095 | 517,095 | 3.5% |
| Zachary Berger | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Yaakov Katzovitz | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Richard Russo | 0 | 0 | 0 | 0 | 0 | 0.0% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Condor Hospitality Trust, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
20676Y403
(CUSIP Number)
KGT Investments, LLC
SGT Investments, L.P.
545 E. John Carpenter Freeway, Suite 1400
Irving, TX 75062
Telephone Number: 972-444-9700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(with a copy to)
Jeffrey S. Hochman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
November 18, 2021
(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 that 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. ☐
| * | The remainder of this cover page shall be filled out for a reporting persons 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 (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).
| CUSIP No. 20676Y403 | Page 2 of 12 Pages |
| 1. | Names of Reporting Persons.
KGT Investments, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 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
0 | ||||
| 8. | Shared Voting Power
517,094 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
517,094 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
517,094 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 2 -
| CUSIP No. 20676Y403 | Page 3 of 12 Pages |
| 1. | Names of Reporting Persons.
Mahmood Khimji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 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
0 | ||||
| 8. | Shared Voting Power
517,094 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
517,094 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
517,094 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 3 -
| CUSIP No. 20676Y403 | Page 4 of 12 Pages |
| 1. | Names of Reporting Persons.
SGT Investments, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 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
0 | ||||
| 8. | Shared Voting Power
517,095 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
517,095 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
517,095 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 4 -
| CUSIP No. 20676Y403 | Page 5 of 12 Pages |
| 1. | Names of Reporting Persons.
SGT Investments GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 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
0 | ||||
| 8. | Shared Voting Power
517,095 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
517,095 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
517,095 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 5 -
| CUSIP No. 20676Y403 | Page 6 of 12 Pages |
| 1. | Names of Reporting Persons.
Mehdi Khimji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
517,095 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
517,095 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
517,095 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 6 -
| CUSIP No. 20676Y403 | Page 7 of 12 Pages |
| 1. | Names of Reporting Persons.
Zachary Berger | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 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
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.0% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 7 -
| CUSIP No. 20676Y403 | Page 8 of 12 Pages |
| 1. | Names of Reporting Persons.
Yaakov Katzovitz | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 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 of America | |||||
| 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 Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.0% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 8 -
| CUSIP No. 20676Y403 | Page 9 of 12 Pages |
| 1. | Names of Reporting Persons.
Richard Russo | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 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 of America | |||||
| 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 Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☒ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.0% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021. |
- 9 -
| CUSIP No. 20676Y403 | Page 10 of 12 Pages |
The information in this Amendment No. 3 to Schedule 13D (this Second Amendment) amends and supplements the Schedule 13D (the Initial Schedule 13D) filed with the Securities and Exchange Commission (the SEC) by KGT Investments, LLC, Mr. Mahmood Khimji, SGT Investments, L.P., SGT Investments GP, LLC, Mr. Mehdi Khimji, Mr. Zachary Berger, Mr. Yaakov Katzovitz and Mr. Richard Russo on November 2, 2020, as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC on November 12, 2020, and that certain Amendment No. 2 to Schedule 13D filed with the SEC on July 12, 2021, relating to the common stock, par value $0.01 per share (the Common Stock), of Condor Hospitality Trust, Inc. (the Issuer), a Maryland corporation.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(b) are hereby amended and restated in their entirety as follows.
(a) and (b)
The information concerning percentages of ownership set forth below is based on 14,722,527 shares of Common Stock of the Issuer outstanding as of October 29, 2021, according to the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 2, 2021.
KGTI beneficially owns 517,094 shares of Common Stock, which represents 3.5 % of the issued and outstanding shares of Common Stock.
Mr. Mahmood Khimji is the sole manager of KGTI and accordingly beneficially owns the 517,094 shares of Common Stock that are directly owned by KGTI, which represents 3.5% of the issued and outstanding shares of Common Stock.
SGTI beneficially owns 517,095 shares of Common Stock, which represents 3.5% of the issued and outstanding shares of Common Stock.
SGTI GP is the general partner of SGTI and accordingly beneficially owns 517,095 shares of Common Stock that are directly owned by SGTI, which represents 3.5% of the issued and outstanding shares of Common Stock.
Mr. Mehdi Khimji is the sole manager of SGTI GP and accordingly beneficially owns the 517,095 shares of Common Stock that are directly owned by SGTI, which represents 3.5% of the issued and outstanding shares of Common Stock.
Mr. Berger beneficially owns 0 shares of Common Stock, which represents 0.0% of the issued and outstanding shares of Common Stock.
Mr. Katzovitz beneficially owns 0 shares of Common Stock, which represents 0.0% of the issued and outstanding shares of Common Stock.
Mr. Russo beneficially owns 0 shares of Common Stock, which represents 0.0% of the issued and outstanding shares of Common Stock.
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b), in which case each of the Reporting Persons could be deemed to beneficially own all the shares of Common Stock held by the other Reporting Persons; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any).
- 10 -
| CUSIP No. 20676Y403 | Page 11 of 12 Pages |
(c)
Item 5(c) is hereby supplemented as follows:
The following Reporting Persons engaged in the following transactions within the past 60 days. Each of the above-referenced transactions were effected through the sale of securities on the public markets.
| Trade Date | Seller | Quantity | Average Price | Total Proceeds | ||||||||||
| 10/18/2021 | KGT Investments, LLC | 2,738 | $ | 7.33 | $ | 20,059.11 | ||||||||
| 10/19/2021 | KGT Investments, LLC | 401 | $ | 7.31 | $ | 2,929.89 | ||||||||
| 10/20/2021 | KGT Investments, LLC | 2,350 | $ | 7.28 | $ | 17,107.53 | ||||||||
| 10/21/2021 | KGT Investments, LLC | 10,000 | $ | 7.30 | $ | 72,965.58 | ||||||||
| 10/22/2021 | KGT Investments, LLC | 10,000 | $ | 7.26 | $ | 72,592.55 | ||||||||
| 10/25/2021 | KGT Investments, LLC | 10,000 | $ | 7.27 | $ | 72,731.25 | ||||||||
| 10/25/2021 | KGT Investments, LLC | 800 | $ | 7.28 | $ | 5,827.00 | ||||||||
| 10/26/2021 | KGT Investments, LLC | 6,959 | $ | 7.28 | $ | 50,685.90 | ||||||||
| 10/27/2021 | KGT Investments, LLC | 1,000 | $ | 7.30 | $ | 7,303.12 | ||||||||
| 10/27/2021 | KGT Investments, LLC | 1,752 | $ | 7.30 | $ | 12,783.65 | ||||||||
| 11/12/2021 | KGT Investments, LLC | 6 | $ | 7.30 | $ | 43.80 | ||||||||
| 11/16/2021 | KGT Investments, LLC | 4,000 | $ | 7.30 | $ | 29,200.08 | ||||||||
| 11/18/2021 | KGT Investments, LLC | 1,750 | $ | 7.30 | $ | 12,775.00 | ||||||||
| 10/13/2021 | SGT Investments LP | 403 | $ | 7.10 | $ | 2,861.36 | ||||||||
| 10/14/2021 | SGT Investments LP | 1,946 | $ | 7.17 | $ | 13,968.37 | ||||||||
| 10/15/2021 | SGT Investments LP | 7,651 | $ | 7.20 | $ | 55,111.81 | ||||||||
| 10/18/2021 | SGT Investments LP | 2,738 | $ | 7.32 | $ | 20,059.19 | ||||||||
| 10/19/2021 | SGT Investments LP | 401 | $ | 7.30 | $ | 2,929.89 | ||||||||
| 10/20/2021 | SGT Investments LP | 2,350 | $ | 7.27 | $ | 17,107.53 | ||||||||
| 10/21/2021 | SGT Investments LP | 10,000 | $ | 7.29 | $ | 72,965.58 | ||||||||
| 10/22/2021 | SGT Investments LP | 10,000 | $ | 7.26 | $ | 72,623.80 | ||||||||
| 10/25/2021 | SGT Investments LP | 511 | $ | 7.28 | $ | 3,721.19 | ||||||||
| 10/25/2021 | SGT Investments LP | 10,000 | $ | 7.27 | $ | 72,731.25 | ||||||||
| 11/12/2021 | SGT Investments LP | 5 | $ | 7.30 | $ | 36.50 | ||||||||
| 11/16/2021 | SGT Investments LP | 4,000 | $ | 7.30 | $ | 29,200.08 | ||||||||
| 11/18/2021 | SGT Investments LP | 1,750 | $ | 7.30 | $ | 12,775.00 | ||||||||
| 10/29/2021 | Yaakov Katzovitz | 1,450 | $ | 7.30 | $ | 10,584.73 | ||||||||
| 11/1/2021 | Zachary Berger | 7,643 | $ | 7.29 | $ | 55,713.04 | ||||||||
| 11/2/2021 | Zachary Berger | 406 | $ | 7.28 | $ | 2,955.68 | ||||||||
| 11/3/2021 | Zachary Berger | 5,190 | $ | 7.28 | $ | 37,785.10 | ||||||||
| 11/4/2021 | Zachary Berger | 9,561 | $ | 7.28 | $ | 69,604.08 | ||||||||
| 10/29/2021 | Richard Russo | 4,733 | $ | 7.30 | $ | 34,551.05 | ||||||||
| 11/1/2021 | Richard Russo | 100 | $ | 7.30 | $ | 729.99 | ||||||||
| 11/5/2021 | Richard Russo | 32 | $ | 7.30 | $ | 233.59 | ||||||||
| 11/8/2021 | Richard Russo | 72 | $ | 7.30 | $ | 525.59 | ||||||||
| 11/9/2021 | Richard Russo | 2,218 | $ | 7.29 | $ | 16,169.24 | ||||||||
| 11/10/2021 | Richard Russo | 13,889 | $ | 7.29 | $ | 101,250.29 | ||||||||
(d) Not applicable.
(e) Not applicable.
- 11 -
| CUSIP No. 20676Y403 | Page 12 of 12 Pages |
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: November 19, 2021 | KGT Investments, LLC | |||||
| By: | /s/ Mahmood Khimji | |||||
| Mahmood Khimji, Manager | ||||||
| Dated: November 19, 2021 | /s/ Mahmood Khimji | |||||
| Mahmood Khimji | ||||||
| Dated: November 19, 2021 | SGT Investments, L.P. | |||||
| By: | SGT Investments GP, LLC, as general partner | |||||
| By: | /s/ Mehdi Khimji | |||||
| Mehdi Khimji, Manager | ||||||
| Dated: November 19, 2021 | SGT Investments GP, LLC | |||||
| By: | /s/ Mehdi Khimji | |||||
| Mehdi Khimji, Manager | ||||||
| Dated: November 19, 2021 | /s/ Mehdi Khimji | |||||
| Mehdi Khimji | ||||||
| Dated: November 19, 2021 | /s/ Zachary Berger | |||||
| Zachary Berger | ||||||
| Dated: November 19, 2021 | /s/ Yaakov Katzovitz | |||||
| Yaakov Katzovitz | ||||||
| Dated: November 19, 2021 | /s/ Richard Russo | |||||
| Richard Russo | ||||||
- 12 -