SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 3 to
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant
to
Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule
13d-2(a)
|
PROSPECT ACQUISITION
CORP.
|
|
(Name
of Issuer)
|
|
COMMON STOCK, $0.0001 PAR
VALUE
|
|
(Title
of Class of Securities)
|
|
Kenneth
J. Abdalla
|
|
15332
Antioch Street #528
|
|
Pacific Palisades, CA
90272
|
|
(Name,
Address and Telephone Number of Person Authorized
|
|
to
Receive Notices and Communications)
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|
November 12, 2009
|
|
(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 Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSON
MALIBU
PARTNERS LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
726,661 SHARES
OF COMMON STOCK
|
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
|
9
|
SOLE
DISPOSITIVE POWER
726,661 SHARES
OF COMMON STOCK
|
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,661
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSON
KENNETH
J. ABDALLA
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,453,921
SHARES OF COMMON STOCK
|
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
|
9
|
SOLE
DISPOSITIVE POWER
1,453,921
SHARES OF COMMON STOCK
|
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,921
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSON
BROAD BEACH
PARTNERS LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
727,260
SHARES OF COMMON STOCK
|
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
|
9
|
SOLE
DISPOSITIVE POWER
727,260
SHARES OF COMMON STOCK
|
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,260
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSON
THE
MALIBU COMPANIES, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0 SHARES
OF COMMON STOCK
|
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
|
9
|
SOLE
DISPOSITIVE POWER
0
SHARES OF COMMON STOCK
|
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
Item
1.
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Security and
Issuer
|
This
Amendment No. 3 to the Schedule 13D relates to the common stock, par value
$0.0001 per share (“Common Stock”) of Prospect Acquisition Corp. (the
“Issuer”). The address of the principal executive office of the
Issuer is 9130 Galleria Court, Suite 318, Naples, Florida. The
1,453,921 shares of Common Stock that are the subject of this Schedule 13D are
owned by Malibu Partners, LLC and Broad Beach Partners, LLC. Malibu Partners,
LLC directly owns 726,661 shares of Common Stock and Broad Beach Partners, LLC
directly owns 727,260 shares of Common Stock. Kenneth J. Abdalla is
the managing member of each of Malibu Partners, LLC, Broad Beach Partners, LLC
and The Malibu Companies, LLC.
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Item
2.
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Identity and
Background
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|
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(a)
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This
Statement is filed on behalf of:
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|
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(2)
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The
Malibu Companies, LLC
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|
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(3)
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Broad Beach
Partners LLC; and
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|
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(b)
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The
address of the above persons is:
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15332
Antioch Street #528
Pacific
Palisades, CA 90272
|
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(c)
|
The
principal occupation and business of Mr. Abdalla, Malibu Partners, LLC,
The Malibu Companies, LLC and Broad Beach Partners, LLC is investing in
securities.
|
|
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(d)
|
Mr.
Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad Beach
Partners, LLC have not, during the last five (5) years, been convicted in
a criminal proceeding (excluding traffic violation or similar
misdemeanors).
|
|
|
(e)
|
Mr.
Abdalla, Malibu Partners LLC, The Malibu Companies, LLC and Broad Beach
Partners LLC have not, during the last five (5) years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such
laws.
|
|
|
(f)
|
Mr.
Abdalla is an American citizen. Malibu Partners, LLC, The
Malibu Companies, LLC and Broad Beach Partners, LLC are each a limited
liability company organized in the state of
California.
|
|
Item
3.
|
Source and Amount of
Funds or Other Consideration
|
Mr.
Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad Beach
Partners, LLC used their personal funds to purchase the securities and
options.
|
Item
4.
|
Purpose of
Transaction
|
The
Reporting Persons terminated the option agreements attached to this Schedule as
Exhibits 10.1 through 10.5 (the “Option Agreements”) for no
consideration.
Mr.
Abdalla and The Malibu Companies, LLC intend to enter into stock purchase
agreements with the Issuer and the founders of the Issuer to dispose of Mr.
Abdalla’s Common Stock. Following the completion of the business combination of
the Issuer, Mr. Abdalla, The Malibu Companies, LLC and Broad Beach Partners, LLC
may acquire additional shares of the Issuer to the extent such acquisition(s)
are in line with Mr. Abdalla’s investment goals.
The
termination of the Option Agreements extinguished any group that may have
resulted in the Reporting Persons being deemed a “group” (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) with the counterparties to the Option Agreements. The
Reporting Persons do not believe they were part of a group with the
counterparties to the Option Agreements and expressly disclaimed membership in
any “group” with each of the them.
|
Item
5.
|
Interest in Securities
of the Issuer
|
(a), (b)
Mr. Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad
Beach Partners, LLC are the beneficial owners of 1,453,921 shares of common
stock in the Issuer, representing approximately 4.7% of outstanding
shares. Mr. Abdalla has voting and dispositive power with respect all
1,453,921 shares of Common Stock.
(c)
During the past 60 days,
Mr. Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad Beach
Partners, LLC effected transactions in the shares of common stock of Prospect
Acquisition Corp. as set forth below. All such transactions were made
on the NYSE Amex.
|
Date
|
Quantity
|
Price
|
Transaction
|
|
|
|
|
|
|
10/20/2009
|
700,021
|
$9.87
|
Purchase
|
|
10/21/2009
|
600
|
$9.85
|
Purchase
|
|
10/22/2009
|
174,000
|
$9.90
|
Purchase
|
|
10/23/2009
|
579,300
|
$9.90
|
Purchase
|
(d)
N/A
(e)
N/A
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The
Option Agreements previously filed as Exhibits 10.1 through 10.5 have been
terminated.
|
Item
7.
|
Material to be Filed
as Exhibits
|
*Exhibit
10.1 Option Purchase Agreement dated October 14, 2009 by and between
The Malibu Companies, LLC and a stockholder of the Issuer. (1)
*Exhibit
10.2 Option Purchase Agreement dated October 16, 2009 by and between
The Malibu Companies, LLC and a stockholder of the Issuer. (1)
*Exhibit
10.3 Option Purchase Agreement dated October 21, 2009 by and between
The Malibu Companies, LLC and a stockholder of the Issuer. (1)
*Exhibit
10.4 Option Purchase Agreement dated October 30, 2009 by and between
The Malibu Companies, LLC and a stockholder of the
Issuer. (2)
*Exhibit
10.5 Option Purchase Agreement dated November 6, 2009 by and between
Broad Beach Partners, LLC and a stockholder of the Issuer. (3)
*Confidential
treatment is requested for certain portions of this exhibit pursuant to 17
C.F.R. Sections 200.8(b)(4) and 240.24b-2.
|
|
(1)
|
Previously
filed on the Schedule 13D, filed with the Securities and Exchange
Commission on EDGAR on October 27,
2009.
|
|
|
(2)
|
Previously
filed on the Schedule 13D/A, filed with the Securities and Exchange
Commission on EDGAR on October 30,
2009.
|
|
|
(3)
|
Previously
filed on the Schedule 13D/A, filed with the Securities and Exchange
Commission on EDGAR on November 6,
2009.
|
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 as
of this 12
th
day of
November, 2009.
|
By:
|
/s/
Kenneth J. Abdalla
|
|
|
|
Name:
|
Kenneth
J. Abdalla, individually
|
|
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 as
of this 12
th
day of
November, 2009.
MALIBU
PARTNERS LLC
|
By:
|
/s/
Kenneth J, Abdalla
|
|
|
|
Name:
|
Kenneth
J. Abdalla
|
|
|
|
Title:
|
Managing
Member
|
|
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 as
of this 12
th
day of
November, 2009.
BROAD
BEACH PARTNERS LLC
|
By:
|
/s/
Kenneth J, Abdalla
|
|
|
|
Name:
|
Kenneth
J. Abdalla
|
|
|
|
Title:
|
Managing
Member
|
|
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 as
of this 12
th
day of
November, 2009.
THE
MALIBU COMPANIES, LLC
|
By:
|
/s/
Kenneth J, Abdalla
|
|
|
|
Name:
|
Kenneth
J. Abdalla
|
|
|
|
Title:
|
Managing
Member
|
|
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