Filing Details

Accession Number:
0001558370-22-015853
Form Type:
13D Filing
Publication Date:
2022-11-01 20:00:00
Filed By:
Sanford Glenn Darrel
Company:
Exp World Holdings Inc. (NASDAQ:EXPI)
Filing Date:
2022-11-02
SEC Url:
13D Filing
Ownership Summary

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
Eugene Frederick 267,676 43,451,004 267,676 43,718,680 28.63%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

A picture containing text, sign, clipart  Description automatically generated

EXP WORLD HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.00001 Par Value

(Title of Class of Securities)

30212W100

(CUSIP Number)

Glenn Sanford

Penny Sanford

Jason Gesing

336 36th Street

Eugene Frederick

Bellingham, WA 98225

2219 Rimland Drive, Suite 301

Tel: (360) 393-1853

Bellingham, WA 98226

Tel (360) 685-4206

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to: ChristopherJ.Voss K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, Washington 98104

Tel: (206) 370-7609

September 30, 2022

(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 [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*Theremainderofthiscoverpageshallbefilledoutforareportingperson’sinitialfilingonthisformwithrespecttothesubjectclassofsecurities, and for any subsequent amendment containing information which would alter disclosures provided in a prior coverpage.

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/A

CUSIP No. 30212W100

1

NAMES OF REPORTING PERSONS

Glenn D. Sanford

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)
[X]
(b)
[]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

Not Applicable

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

7

SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

43,451,004 shares of common stock (1)

8

SHARED VOTING POWER

267,676 shares of common stock(2)

9

SOLE DISPOSITIVE POWER

43,451,004 shares of common stock(1)

10

SHARED DISPOSITIVE POWER

267,676 shares of common stock(2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

43,718,680 shares of common stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

28.63%(3)

14

TYPE OF REPORTING PERSON (See Instructions)

IN

(1)Includes42,034,338 sharesofcommonstockandstockoptionsexercisable for an aggregate of 1,416,666sharesofcommonstock.
(2)Shares held by other members of Glenn D. Sanford’s household.
(3)Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022.

SCHEDULE 13D/A

CUSIP No. 30212W100

1

NAMES OF REPORTING PERSONS

Penny Sanford

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
[X]
(b)
[ ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

Not Applicable

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

7

SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

27,524,043 shares of common stock

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

27,524,043 shares of common stock

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,524,043 shares of common stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.03%(1)

14

TYPE OF REPORTING PERSON (See Instructions)

IN

(1)Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022.

SCHEDULE 13D/A

CUSIP No. 30212W100

1

NAMES OF REPORTING PERSONS

Jason Gesing

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
[X]
(b)
[ ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

Not Applicable

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

7

SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

2,495,312 shares of common stock(1)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,495,312 shares of common stock(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,495,312 shares of common stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.63%(2)

14

TYPE OF REPORTING PERSON (See Instructions)

IN

(1) Includes 2,345,312 sharesofcommonstockandstockoptionsexercisable for an aggregate of 150,000sharesofcommonstock.

(2) Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022.

SCHEDULE 13D/A

CUSIP No. 30212W100

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Eugene Frederick

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
[X]
(b)
[ ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

Not Applicable

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

7

SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

5,236,564 shares of common stock

8

SHARED VOTING POWER

22,795 shares of common stock(1)

9

SOLE DISPOSITIVE POWER

5,236,564 shares of common stock

10

SHARED DISPOSITIVE POWER

22,795 shares of common stock (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,259,359 shares of common stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.44%(2)

14

TYPE OF REPORTING PERSON (See Instructions)

IN

(1) Shares held by other members of Eugene Frederick’s household.

(2) Based on 152,702,078 shares of common stock issued and outstanding as of September 30, 2022.

Explanatory Note

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2017 as amended by that certain Amendment No. 1 to Schedule 13D filed on March 8, 2021 (“Amendment No. 1”), as further amended by that certain Amendment No. 2 to Schedule 13D filed on April 23, 2021, as further amended by that certain Amendment No. 3 to Schedule 13D filed on August 24, 2021, as further amended by that certain Amendment No. 4 to Schedule 13D filed on January 25, 2022, and as further amended by that certain Amendment No. 5 to Schedule 13D filed on May 9, 2022 (as amended, the “Schedule 13D”). This Amendment No. 6 is being filed to reflect subsequent acquisitions and dispositions of shares of Common Stock by Mr. Sanford, Mr. Gesing, Mr. Frederick, Ms. Sanford and their reported households, including dispositions pursuant to their respective 10b5-1 Sale Plans. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 6.  Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)SeeItems11and13ofthecoverpagestothisSchedule13DfortheaggregatenumberofsharesofCommonSharesandpercentageofCommon Shares beneficially owned by each of the ReportingPersons.

As of September 30, 2022, the Reporting Persons as a group are the beneficial owners of 78,997,394 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 51.73% of outstanding shares of Common Stock.

By virtue of the relationship described in Amendment No. 1, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities of the Company beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(b)See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct thedisposition.
(c)Schedule A hereto sets forth certain information with respect to transactions by the Reporting Persons in shares of Common Stock during the past 60days.
(d)ExceptassetforthinthisSchedule13D,totheknowledgeoftheReportingPersons,nopersonhastherighttoreceiveorthepowertodirectthe receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule13D.

(e)Not applicable.

SIGNATURES

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 1, 2022

/s/ GlennSanford

Glenn Sanford

Dated: November 1, 2022

/s/ PennySanford

Penny Sanford

Dated: November 1, 2022

/s/ Jason Gesing

Jason Gesing

Dated: November 1, 2022

/s/ Eugene Frederick

Eugene Frederick

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

SCHEDULE A

Transactions in Shares of Common Stock in the last 60 days

Nature of the Transaction

 

Amount of Shares

Purchased/(Sold)

 

Price ($)

 

Date of

Purchase/Sale

 

Glenn Sanford

Acquisition of Non-Derivative Securities

42,008

0.07

09/21/2022

Sale of Common Stock

(42,008)

11.52071

09/21/2022

Acquisition of Non-Derivative Securities

83,659

0.07

09/22/2022

Sale of Common Stock

(83,659)

11.09112

09/22/2022

Exercise of Derivative Securities

(42,008)

0.00

09/21/2022

Exercise of Derivative Securities

(83,659)

0.00

09/22/2022

Penny Sanford

Sale of Common Stock3

(60,000)

12.52064

09/15/2022

Sale of Common Stock5

(60,000)

12.27856

10/12/2022

Eugene Frederick

Common Stock issued as Director Compensation7

179

0.00

09/30/2022

1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.50 to $11.595, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of eXp World Holdings, Inc. (the “Issuer”), or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

3 The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.28 to $12.87, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

5 The sale was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person.

6 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

7These shares were issued to the reporting person as compensation for his services as a director.