Statement of Ownership (sc 13g)
01 Juillet 2021 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SOTHERLY
HOTELS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83600C103
(CUSIP Number)
June 21, 2021
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
|
The information required in 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 (“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).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Kellie L. Bobo, Esq.
Haynes and
Boone, LLP
600 Congress Avenue, Suite 1300
Austin, Texas 78791
(512) 867-8411
CUSIP No. 83600C103
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Palogic Value
Management, L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
|
6.
|
|
Shared Voting Power
1,129,518
|
|
|
7.
|
|
Sole Dispositive Power
0
|
|
|
8.
|
|
Shared Dispositive Power
1,129,518
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,518
|
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
6.8% (1)
|
|
12.
|
|
Type of Reporting Person (See
Instructions)
PN/IA
|
|
(1)
|
Based upon 15,175,231 shares of Common Stock of the Issuer outstanding as of March 31, 2021, as
disclosed in the Form 10-Q filed on May 17, 2021 by the issuer with the U.S. Securities and Exchange Commission (“SEC”) and giving effect to an additional 1,542,727 shares of Common Stock
exchanged in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for preferred stock by the Issuer in a private placement, as set forth in the Issuer’s current report Form 8-K filed with the SEC on June 21, 2021, which closed on June 21, 2021.
|
CUSIP No. 83600C103
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Palogic Value Fund,
L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
|
6.
|
|
Shared Voting Power
1,129,518
|
|
|
7.
|
|
Sole Dispositive Power
0
|
|
|
8.
|
|
Shared Dispositive Power
1,129,518
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,518
|
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
6.8% (1)
|
|
12.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Based upon 15,175,231 shares of Common Stock of the Issuer outstanding as of March 31, 2021, as
disclosed in the Form 10-Q filed on May 17, 2021 by the issuer with the U.S. Securities and Exchange Commission (“SEC”) and giving effect to an additional 1,542,727 shares of Common Stock
exchanged in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for preferred stock by the Issuer in a private placement, as set forth in the Issuer’s current report Form 8-K filed with the SEC on June 21, 2021, which closed on June 21, 2021.
|
CUSIP No. 83600C103
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Palogic Capital
Management, LLC
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
|
6.
|
|
Shared Voting Power
1,129,518
|
|
|
7.
|
|
Sole Dispositive Power
0
|
|
|
8.
|
|
Shared Dispositive Power
1,129,518
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,518
|
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
6.8% (1)
|
|
12.
|
|
Type of Reporting Person (See
Instructions)
OO/HC
|
|
(1)
|
Based upon 15,175,231 shares of Common Stock of the Issuer outstanding as of March 31, 2021, as
disclosed in the Form 10-Q filed on May 17, 2021 by the issuer with the U.S. Securities and Exchange Commission (“SEC”) and giving effect to an additional 1,542,727 shares of Common Stock
exchanged in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for preferred stock by the Issuer in a private placement, as set forth in the Issuer’s current report Form 8-K filed with the SEC on June 21, 2021, which closed on June 21, 2021.
|
CUSIP No. 83600C103
|
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Ryan L.
Vardeman
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
|
6.
|
|
Shared Voting Power
1,129,518
|
|
|
7.
|
|
Sole Dispositive Power
0
|
|
|
8.
|
|
Shared Dispositive Power
1,129,518
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,518
|
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
6.8% (1)
|
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN/HC
|
|
(1)
|
Based upon 15,175,231 shares of Common Stock of the Issuer outstanding as of March 31, 2021, as
disclosed in the Form 10-Q filed on May 17, 2021 by the issuer with the U.S. Securities and Exchange Commission (“SEC”) and giving effect to an additional 1,542,727 shares of Common Stock
exchanged in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for preferred stock by the Issuer in a private placement, as set forth in the Issuer’s current report Form 8-K filed with the SEC on June 21, 2021, which closed on June 21, 2021.
|
Sotherly Hotels Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
306 South Henry Street, Suite 100, Williamsburg, Virginia 23185
Item 2.
|
|
(a)
|
Name of Person Filing
|
This statement is jointly filed by and on behalf of each of Palogic Value Management, L.P., Palogic Value Fund, L.P., Palogic Capital
Management, LLC and Ryan L. Vardeman. Palogic Value Fund, L.P. is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management, L.P. is the investment manager and general partner of, and may be deemed
to have indirect beneficial ownership of securities owned by, Palogic Value Fund, L.P. Palogic Capital Management, LLC is the general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value
Management, L.P. Mr. Vardeman is the sole member of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Capital Management, LLC.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The address of the principal business office of each of the reporting persons is 5310 Harvest Hill Road, Suite 110, Dallas, Texas 75230, USA.
See Item 4 on the cover page(s) hereto.
|
|
(d)
|
Title of Class of Securities
|
Common Stock, par value $0.01 per share
83600C103
|
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)
|
|
☐
|
|
|
|
A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
|
|
|
(c)
|
|
☐
|
|
|
|
An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
☐
|
|
|
|
An investment company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8);
|
|
|
|
|
|
|
|
|
(e)
|
|
☐
|
|
|
|
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);
|
|
|
|
|
|
|
|
|
(g)
|
|
☐
|
|
|
|
A parent holding company or control person in accordance with §240.13d-
1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
|
(h)
|
|
☐
|
|
|
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
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 of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
|
(j)
|
|
☐
|
|
|
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
|
(k)
|
|
☐
|
|
|
|
A group, in accordance with
§240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: .
(a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.
(b) Percent of class: See Item 11 on the cover page(s) hereto.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
|
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 five 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.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
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 other than
activities solely in connection with a nomination under § 240.14a-11.
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.
|
|
|
|
|
|
|
|
|
Date: July 1, 2021
|
|
|
|
PALOGIC VALUE MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Palogic Capital Management, LLC
|
|
|
|
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ryan L. Vardeman
|
|
|
|
|
|
Name:
|
|
Ryan L. Vardeman
|
|
|
|
|
|
Title:
|
|
Sole Member
|
|
|
|
|
|
|
|
|
|
PALOGIC VALUE FUND, L.P.
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Palogic Value Management, L.P.
|
|
|
|
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Palogic Capital Management, LLC
|
|
|
|
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ryan L. Vardeman
|
|
|
|
|
|
Name:
|
|
Ryan L. Vardeman
|
|
|
|
|
|
Title:
|
|
Sole Member
|
|
|
|
|
|
|
|
|
|
PALOGIC CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ryan L. Vardeman
|
|
|
|
|
|
Name:
|
|
Ryan L. Vardeman
|
|
|
|
|
|
Title:
|
|
Sole Member
|
|
|
|
|
|
|
|
|
|
RYAN L. VARDEMAN
|
|
|
|
|
|
|
|
|
|
/s/ Ryan L. Vardeman
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
|
99.1
|
|
Joint Filing Agreement (filed herewith).
|
Sotherly Hotels (NASDAQ:SOHON)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
Sotherly Hotels (NASDAQ:SOHON)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025
Real-Time news about Sotherly Hotels Inc (NASDAQ): 0 recent articles
Plus d'articles sur Sotherly Hotels Inc.
