NTPIF Nam Tai Property Inc (CE)

☒ Rule 13d-1(b)

☐ Rule 13d-1(d)

 

(1)  The numbers and percentage above reflect the beneficial ownership of the reporting person as of December 31, 2022.  The reporting person’s beneficial ownership exceeded 5% of the outstanding Common Shares of Nam Tai Property Inc. (the “Issuer”) on November 22, 2022.  On such date, the reporting person beneficially owned 2,103,142 Common Shares of the Issuer.

 

1		NAME OF REPORTING PERSONS   Prescott Group Aggressive Small Cap, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   2,203,142 (1)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   2,203,142 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,203,142 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.6% (1)**
12		TYPE OF REPORTING PERSON*   PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT
**	SEE ITEM 4.

 

(1)   The numbers and percentage above reflect the beneficial ownership of the reporting person as of December 31, 2022.  The reporting person’s beneficial ownership exceeded 5% of the outstanding Common Shares of the Issuer on November 22, 2022.  On such date, the reporting person beneficially owned 2,103,142 Common Shares of the Issuer.

 

(1)   The numbers and percentage above reflect the beneficial ownership of the reporting person as of December 31, 2022.  The reporting person’s beneficial ownership exceeded 5% of the outstanding Common Shares of the Issuer on November 22, 2022.  On such date, the reporting person beneficially owned 2,103,142 Common Shares of the Issuer.

 

(1)   The numbers and percentage above reflect the beneficial ownership of the reporting person as of December 31, 2022.  The reporting person’s beneficial ownership exceeded 5% of the outstanding Common Shares of the Issuer on November 22, 2022.  On such date, the reporting person beneficially owned 2,103,142 Common Shares of the Issuer.

 

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to the Common Shares, $0.01 par value per share (the “Common Shares”), of Nam Tai Property Inc., a corporation organized under the laws of the British Virgin Islands (the “Issuer”).

This Schedule 13G relates to Common Shares of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 2,203,142 Common Shares held by the Master Fund as of December 31, 2022 (2,103,142 Common Shares as of November 22, 2022). As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 2,203,142 Common Shares held by the Master Fund as of December 31, 2022 (2,103,142 Common Shares as of November 22, 2022).

 

Nam Tai Property Inc. (the “Issuer”)

 

Namtai Industrial Estate
No. 2 Namtai Road, Gushu Community, Xixiang Township
Baoan District, Shenzhen City, Guangdong Province
People’s Republic of China

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.

1924 South Utica, Suite 1120

Tulsa, Oklahoma 74104

 

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership.  Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

Common Shares, $0.01 par value per share (the “Common Shares”).

G63907102

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

 

 

 

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

 

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: February 7, 2023

EXHIBIT INDEX

Exhibit 99.1

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including additional amendments thereto) with respect to the Common Shares, $0.01 par value per share, of Nam Tai Property Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. 

Date:  February 7, 2023