Amended Statement of Ownership (sc 13g/a)
14 Février 2022 - 04:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 8)*
AMREP Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
032159105
(CUSIP Number)
December 31, 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:
|
*
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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.
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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 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. 032159105
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13G
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Page
2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gate City Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
178,027
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
358,416
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,416
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP
NO. 032159105
|
13G
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Page
3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael Melby
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
178,027
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
358,416
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,416
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
|
12
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TYPE OF REPORTING PERSON
IN
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CUSIP
NO. 032159105
|
13G
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Page
4 of 7 Pages
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This Schedule 13G (this "Schedule 13G") is being filed
on behalf of Gate City Capital Management, LLC, an Illinois limited liability company (the "Management Company") and
Michael Melby. Mr. Melby serves as the managing member of the Management Company. The Management Company serves as an adviser to
certain private investment funds and managed accounts (the "Funds"). This Schedule 13G relates to Common Shares (the
"Common Shares") of AMREP Corporation (the "Issuer") held by the Funds.
Item 1.
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(a)
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Name of Issuer:
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AMREP Corporation
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(b)
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Address of Issuer’s Principal Executive Offices:
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850 West Chester Pike, Suite 205, Havertown, PA
Item 2.
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(a)
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Name of Person Filing:
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Gate City Capital Management, LLC
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(b)
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Address of Principal Business Office or, if None, Residence:
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425 S. Financial Place, Suite 910A, Chicago, IL 60605
United States
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(d)
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Title of Class of Securities:
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Common Stock
032159105
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ x ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
Company Act;
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(j)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP
NO. 032159105
|
13G
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Page
5 of 7 Pages
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1.
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Gate City Capital Management, LLC
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(a)
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Amount beneficially owned:
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358,416
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(b)
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Percent of class:
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4.9%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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178,027
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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358,416
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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(a)
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Amount beneficially owned:
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358,416
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(b)
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Percent of class:
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4.9%
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(c)
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Number of shares as to which the person has:
|
|
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(i)
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Sole power to vote or to direct the vote:
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178,027
|
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(ii)
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Shared power to vote or to direct the vote:
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0
|
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(iii)
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Sole power to dispose or to direct the disposition of:
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358,416
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [X]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
CUSIP
NO. 032159105
|
13G
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Page 6 of 7 Pages
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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.
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Gate City Capital Management,
LLC
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By:
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/s/ Michael
Melby
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Name:
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Michael Melby
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Title:
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Managing Member
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By:
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/s/ Michael
Melby
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Name:
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Michael Melby
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Date:
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February 11, 2022
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CUSIP
NO. 032159105
|
13G
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Page 7 of 7 Pages
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JOINT
FILING AGREEMENT
In accordance with the requirements of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties
set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed
this joint filing agreement as of the date set forth below.
Date: February
11, 2022
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Gate City Capital Management,
LLC
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|
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By:
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/s/ Michael
Melby
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Name:
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Michael Melby
|
|
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Title:
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Managing Member
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By:
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/s/ Michael
Melby
|
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Name:
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Michael Melby
|
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Date:
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February 11, 2022
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