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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
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Washington D.C. 20549
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SCHEDULE 13D/A
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| (Rule 13d-101) |
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INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13D-2(a)
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
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(Amendment No. 6)*
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Altisource Asset Management
Corporation
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(Name of Issuer)
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Common Stock, par value
$0.01 per share
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(Title of Class of
Securities)
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02153X108
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(CUSIP Number)
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William C. Erbey
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P.O. Box 25437
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Christiansted, United States
Virgin Islands 00824
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(340) 692-1055
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(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
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May 20, 2019
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(Date of Event Which
Requires Filing of this Statement)
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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 Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided
in a prior cover page.
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 (“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).
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CUSIP No. 02153X108
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Schedule 13D | Page 2 |
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1.
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Names of Reporting Persons
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William C. Erbey (“Mr. Erbey”)
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2.
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) ☒
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(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
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U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
|
Sole Voting Power
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707,322 (1)
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8.
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Shared Voting Power
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83,427 (2)
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9.
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Sole Dispositive Power
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707,322 (1)
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10.
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Shared Dispositive Power
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83,427 (2)
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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790,749 (3)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
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49.8%*
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14.
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Type of Reporting Person (See Instructions)
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IN
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____________
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(1)
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Includes (a) 26,293 shares of common stock held by the Carisma Trust, a Nevada trust, the trustee of which is Venia, LLC, a Nevada limited liability company (“Venia”) and (b) 681,029 shares of common stock held by Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt
Pond”) of which the Christiansted Trust, a U.S. Virgin Islands trust (the “C-Trust”), the Frederiksted Trust, a U.S. Virgin Islands trust (the “F-Trust”), and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”) are
members. Erbey Holding is wholly owned by the Carisma Trust, the trustee of which is Venia (together with Mr. Erbey, E. Elaine Erbey (“Mrs. Erbey”), Erbey Holding,
Salt Pond, the C-Trust, the F-Trust and the Carisma Trust, the “Reporting Persons”). The members of Venia are Mrs. Erbey, John Erbey (Mr. Erbey’s brother) and
Andrew Burnett, although Mr. Erbey is given sole investment and voting control over any securities owned by Venia or the Carisma Trust. Mr. Erbey, John Erbey, Mrs. Erbey and Salt Pond are co-trustees of the C-Trust. Mr. Erbey, John Erbey,
and Salt Pond are co-trustees of the F-Trust. Mr. Erbey, Erbey Holding, the C-Trust, the F-Trust, the Carisma Trust and Venia each may be deemed to beneficially own the 681,029 shares of common stock held by Salt Pond.
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| (2) |
Shares of common stock held by his spouse, Mrs. Erbey.
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| (3) |
Includes (a) 83,427 shares of common stock held by Mrs. Erbey; (b) 26,293 shares of common stock held by the Carisma Trust; and (c) 681,029
shares of common stock held by Salt Pond.
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CUSIP No. 02153X108
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Schedule 13D | Page 3 |
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1.
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Names of Reporting Persons
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E. Elaine Erbey
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2.
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) ☒
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(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
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U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
|
Sole Voting Power
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0
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8.
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Shared Voting Power
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83,427 (4)
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9.
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Sole Dispositive Power
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0
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10.
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Shared Dispositive Power
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83,427 (4)
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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83,427 (4)
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12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row
(11)
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5.25%*
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14.
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Type of Reporting Person (See Instructions)
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IN
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____________
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(4)
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Shares held directly by Mrs. Erbey.
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CUSIP No. 02153X108
|
Schedule 13D | Page 4 |
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1.
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Names of Reporting Persons
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Christiansted Trust
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2.
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Check the Appropriate Box if a Member of a
Group (See Instructions)
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(a) ☒
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(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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OO
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
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U.S. Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
|
Sole Voting Power
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||
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0
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8.
|
Shared Voting Power
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||
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681,029 (5)
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9.
|
Sole Dispositive Power
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0
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10.
|
Shared Dispositive Power
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||
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681,029 (5)
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11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
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||
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681,029 (5)
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12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(See Instructions) ☐
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13.
|
Percent of Class Represented by Amount in Row
(11)
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42.9%*
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14.
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Type of Reporting Person (See Instructions)
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OO
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____________
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(5)
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Includes 681,029 shares of common stock held by Salt Pond Holdings, LLC.
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CUSIP No. 02153X108
|
Schedule 13D | Page 5 |
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1.
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Names of Reporting Persons
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Frederiksted Trust
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2.
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) ☒
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(b) ☐
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3.
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SEC Use Only
|
||
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||
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4.
|
Source of Funds (See Instructions)
|
||
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||
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OO
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||
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
|
||
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||
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6.
|
Citizenship or Place of Organization
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||
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||
|
|
U.S. Virgin Islands
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
|
|
|
|
||
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0
|
||
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8.
|
Shared Voting Power
|
||
|
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||
|
|
681,029 (6)
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||
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9.
|
Sole Dispositive Power
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||
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0
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||
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10.
|
Shared Dispositive Power
|
||
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|
||
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|
681,029 (6)
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||
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
||
|
|
|
||
|
|
681,029 (6)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(See Instructions) ☐
|
||
|
|
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
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||
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42.9%*
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||
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14.
|
Type of Reporting Person (See Instructions)
|
||
|
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|
||
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OO
|
||
__________
| (6) |
Includes 681,029 shares of common stock held by Salt Pond Holdings, LLC.
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|
CUSIP No. 02153X108
|
Schedule 13D | Page 6 |
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1.
|
Names of Reporting Persons
|
||
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|
||
|
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Salt Pond Holdings, LLC
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
||
|
|
|
||
|
|
(a) ☒
|
||
|
|
(b) ☐
|
||
|
3.
|
SEC Use Only
|
||
|
|
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
|
|
||
|
|
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
|
||
|
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|
||
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|
||
|
|
U.S. Virgin Islands
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
|
|
|
|
||
|
|
0
|
||
|
8.
|
Shared Voting Power
|
||
|
|
|
||
|
|
681,029 (7)
|
||
|
9.
|
Sole Dispositive Power
|
||
|
|
|
||
|
|
0
|
||
|
10.
|
Shared Dispositive Power
|
||
|
|
|
||
|
|
681,029 (7)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
||
|
|
|
||
|
|
681,029 (7)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(See Instructions) ☐
|
||
|
|
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
|
|
||
|
|
42.9%*
|
||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
|
|
||
|
|
OO
|
||
___________
| (7) |
Shares held directly by Salt Pond Holdings, LLC.
|
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CUSIP No. 02153X108
|
Schedule 13D | Page 7 |
|
1.
|
Names of Reporting Persons
|
||
|
|
|
||
|
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Erbey Holding Corporation, Inc.
|
||
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2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
||
|
|
|
||
|
|
(a) ☒
|
||
|
|
(b) ☐
|
||
|
3.
|
SEC Use Only
|
||
|
|
|
||
|
|
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
|
|
||
|
|
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
|
||
|
|
|
||
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|
||
|
|
Delaware
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
|
|
|
|
||
|
|
0
|
||
|
8.
|
Shared Voting Power
|
||
|
|
|
||
|
|
681,029 (8)
|
||
|
9.
|
Sole Dispositive Power
|
||
|
|
|
||
|
|
0
|
||
|
10.
|
Shared Dispositive Power
|
||
|
|
|
||
|
|
681,029 (8)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
||
|
|
|
||
|
|
681,029 (8)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(See Instructions) ☐
|
||
|
|
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
|
|
||
|
|
42.9%*
|
||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
|
|
||
|
|
CO
|
||
____________
|
(8)
|
Includes 681,029 shares held by Salt Pond Holdings, LLC.
|
|
CUSIP No. 02153X108
|
Schedule 13D | Page 8 |
|
1.
|
Names of Reporting Persons
|
||
|
|
|
||
|
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Carisma Trust
|
||
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2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
||
|
|
|
||
|
|
(a) ☒
|
||
|
|
(b) ☐
|
||
|
3.
|
SEC Use Only
|
||
|
|
|
||
|
|
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
|
|
||
|
|
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) ☐
|
||
|
|
|
||
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|
||
|
|
Nevada
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
|
|
|
|
||
|
|
0
|
||
|
8.
|
Shared Voting Power
|
||
|
|
|
||
|
|
707,322 (9)
|
||
|
9.
|
Sole Dispositive Power
|
||
|
|
|
||
|
|
0
|
||
|
10.
|
Shared Dispositive Power
|
||
|
|
|
||
|
|
707,322 (9)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
||
|
|
|
||
|
|
707,322 (9)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(See Instructions) ☐
|
||
|
|
|
||
|
13.
|
Percent of Class Represented by Amount in
Row (11)
|
||
|
|
|
||
|
|
44.5%*
|
||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
|
|
||
|
|
OO
|
||
____________
|
(9)
|
Includes (a) 26,293 shares held directly by the Carisma Trust and (b) 681,029 shares held by Salt Pond Holdings, LLC.
|
|
CUSIP No. 02153X108
|
Schedule 13D | Page 9 |
|
1.
|
Names of Reporting Persons
|
||
|
|
|
||
|
|
Venia, LLC
|
||
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
||
|
|
|
||
|
|
(a) ☒
|
||
|
|
(b) ☐
|
||
|
3.
|
SEC Use Only
|
||
|
|
|
||
|
|
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
|
|
||
|
|
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||
|
|
|
||
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|
||
|
|
Nevada
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
|
|
|
|
||
|
|
0
|
||
|
8.
|
Shared Voting Power
|
||
|
|
|
||
|
|
707,322 (10)
|
||
|
9.
|
Sole Dispositive Power
|
||
|
|
|
||
|
|
0
|
||
|
10.
|
Shared Dispositive Power
|
||
|
|
|
||
|
|
707,322 (10)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
|
||
|
|
|
||
|
|
707,322 (10)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(See Instructions) ☐
|
||
|
|
|
||
|
13.
|
Percent of Class Represented by Amount in
Row (11)
|
||
|
|
|
||
|
|
44.5%*
|
||
|
14.
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Type of Reporting Person (See
Instructions)
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OO
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____________
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(10)
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Includes (a) 26,293 shares held by the Carisma Trust and (b) 681,029 shares held by Salt Pond Holdings, LLC.
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The ownership percentage for each Reporting Person is based upon 1,589,321 shares outstanding as of May 1, 2019, as reported in the
Issuer’s Form 10-Q for the quarterly period ended March 31, 2019.
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CUSIP No. 02153X108
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Schedule 13D | Page 10 |
This Amendment No. 6 to Schedule 13D (“Amendment
No. 6”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) originally filed jointly by William C. Erbey (the “Principal Reporting Person”), his spouse E. Elaine Erbey (“Mrs. Erbey”), FF Plaza
Limited Partnership (“FF Plaza”), Delaware Permanent Corporation (“Delaware Permanent”),
Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt Pond”) and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”) with the Securities and Exchange Commission on January 8, 2013 (as amended by Amendment No. 1 originally filed on March 5, 2015, Amendment No. 2
originally filed on April 12, 2016, Amendment No. 3 originally filed on November 23, 2016, Amendment No. 4 originally filed on December 8, 2017, and Amendment No. 5
originally filed on March 6, 2019 (“Amendment No. 5”), the “Schedule 13D”). This Amendment No. 6 is filed by the Principal Reporting Person, Mrs.
Erbey, Erbey Holding, Salt Pond, the Christiansted Trust, the Frederiksted Trust, the Carisma Trust and Venia, LLC, a Nevada limited liability company (“Venia”)
(collectively, the “Reporting Persons”). The Principal Reporting Person beneficially owns all of the shares of Altisource Asset Management Corporation, a company
organized under the laws of the U.S. Virgin Islands (the “Issuer”) beneficially owned by all of the Reporting Persons.
Item 1. Security and Issuer.
The securities to which this Schedule 13D relates are the shares of common stock, par value $0.01 per share
(“Common Stock”), of the Issuer. The principal executive offices of the Issuer are located at 5100 Tamarind Reef, Christiansted, U.S. Virgin Islands 00820.
Item 4. Purpose of Transaction.
Item 4 is amended and restated in its entirety as follows:
On December 21, 2012 (the “Separation Date”), the Issuer became a stand-alone public company in connection with the Separation.
On the Separation Date, Altisource Portfolio Solutions S.A. (“Altisource”) distributed all of the Common Stock to Altisource’s shareholders. Altisource’s shareholders received one share of Common Stock for every ten shares of
Altisource common stock held as of December 17, 2012. The Issuer granted Common Stock and stock options to the Reporting Persons in connection with the Separation. A copy of the Separation Agreement, dated December 21, 2012, by and between
Altisource and the Issuer, is filed as Exhibit 2.1 to the Issuer's Form 8-K filed December 28, 2012, and is incorporated herein by reference.
Subject to any limitations imposed on the Principal Reporting Person by virtue of his retirement agreement, the Principal Reporting
Person intends to review continuously his investment in the Issuer, the Issuer’s business affairs, capital needs and general industry and economic conditions, and, based on such review, the Principal Reporting Person may, from time to time,
increase or decrease his ownership of Common Stock, pledge or lend Common Stock, propose, engage in or approve an extraordinary corporate transaction with regard to the Issuer or propose, engage in or approve any of the events set forth in
Items 4(a) through (j) of Schedule 13D. The Reporting Persons currently intend to, directly or indirectly through one or more affiliates, from time to time but subject to market and general economic conditions and other factors, acquire
additional shares of Common Stock in the open market, in private negotiated transactions or otherwise such that the Reporting Persons acquire additional ownership of more than 50% of Common Stock.
Item 5 is amended and restated in its entirety as follows:
(a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this
Item 5.
For purposes of this Schedule 13D, the ownership percentage for each Reporting Person is based upon 1,589,321 shares of Common Stock
outstanding as of May 1, 2019, as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2019.
(b) The Common Stock deemed beneficially owned by each of the Reporting Persons with respect to which such person (i) has sole voting power, (ii) shares
voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover pages of this Schedule 13D relating to such person and are hereby incorporated by
reference in this Item 5.
(c) Transactions since Amendment No. 5: None.
(d) Not applicable.
(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.
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Dated: May 20, 2019
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| /s/ William C. Erbey |
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William C. Erbey
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| /s/ E. Elaine Erbey |
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E. Elaine Erbey
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Christiansted Trust
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By:
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/s/ William C. Erbey | |||
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Name: William C. Erbey
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Co-Trustee
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By:
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/s/ E. Elaine Erbey |
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Name: E. Elaine Erbey
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Co-Trustee
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By:
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/s/ John R. Erbey |
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Name: John R. Erbey
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Co-Trustee
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By:
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/s/ William C. Erbey | |||
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Name: Salt Pond Holdings, LLC
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Title: Co-Trustee
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Signed By:
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Name:
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William C. Erbey
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Title:
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President
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Frederiksted Trust
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By:
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/s/ William C. Erbey | |||
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Name: William C. Erbey
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Co-Trustee
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By:
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/s/ John R. Erbey |
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Name: John R. Erbey
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Co-Trustee
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By:
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/s/ William C. Erbey | |||
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Name: Salt Pond Holdings, LLC
Title: Co-Trustee
Signed By:
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Name: William C. Erbey
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Title: President
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Erbey Holding Corporation, Inc.
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By:
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Carisma Trust, its Sole Shareholder
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By:
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Venia, LLC, Carisma Trust’s Sole Trustee
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By:
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/s/ E. Elaine Erbey |
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Name: E. Elaine Erbey
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Title: Member
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Carisma Trust
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By:
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Venia, LLC, its Sole Trustee
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By:
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/s/ E. Elaine Erbey | |||
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Name: E. Elaine Erbey
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Title: Member
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Venia, LLC
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By:
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/s/ E. Elaine Erbey | |||
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Name: E. Elaine Erbey
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Title: Member
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Salt Pond Holdings, LLC
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By:
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/s/ William C. Erbey | |||
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Name: William C. Erbey
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Title: President
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