Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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MIAMI INTERNATIONAL HOLDINGS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
59356Q108 (CUSIP Number) |
Jay Kesslen 470 Park Ave S, 8th Floor South New York, NY, 07030 2128671176 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/24/2026 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 59356Q108 |
| 1 |
Name of reporting person
HORIZON KINETICS ASSET MANAGEMENT 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,162,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Horizon Kinetics Asset Management LLC ("HKAM") is a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics Holding Corporation ("HKHC"), a Delaware corporation, and manages funds and accounts ("Managed Accounts") that hold securities of the Issuer. The following constitutes Amendment No. 3 to the schedule 13D filed by the undersigned. This Amendment No. 3 amends, supplements and to the extent inconsistent with, supersedes the initial Schedule 13D filed with the Securities and Exchange Commission on August 13, 2025, as amended by Amendment No. 1 filed November 24, 2025 and Amendment No. 2 filed April 14, 2026.
SCHEDULE 13D
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| CUSIP No. | 59356Q108 |
| 1 |
Name of reporting person
Horizon Kinetics Holding Corp | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,162,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
HKHC is the parent company to HKAM, a registered investment adviser. HKHC may be deemed to beneficially own the 11,162,809 shares beneficially owned by HKAM. HKHC has not entered into any separate transactions in the shares following the filing of Amendment No. 3 other than those listed under Schedule A, which were effectuated by HKAM.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
MIAMI INTERNATIONAL HOLDINGS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
7 ROSZEL ROAD, FIFTH FLOOR, SUITE 1-A, PRINCETON,
NEW JERSEY
, 08540. |
| Item 2. | Identity and Background |
| (a) | Item 2 (a) is hereby amended and restated in its entirety to read as follows: This Schedule 13D is being filed by HKAM, a Delaware limited liability company and a wholly owned subsidiary of HKHC, a Delaware corporation, with respect to the shares of common stock of the Issuer beneficially owned by Managed Accounts. On April 24, 2026, Eric Sites, who serves as a Managing Director of HKAM, was elected to the Board of Directors of the Issuer. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and restated in its entirety to read as follows: HKAM acquired the securities reported herein on behalf of the Managed Accounts for investment purposes. In the ordinary course of its business, HKAM intends to regularly review its equity interest in the Issuer and may, from time to time, acquire additional shares or other securities of the Issuer. While HKAM has no present intention to dispose of all or any portion of the shares beneficially owned by Managed Accounts, it may sell shares from time to time for a number of reasons, not limited to client requests, regulatory or investment limitations or other reasons. Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise. On April 24, 2026, Eric Sites, who serves as a Managing Director of HKAM, was elected to the Board of Directors of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety to read as follows: As of the close of business on April 27, 2026, HKAM beneficially owned 11,162,809 shares of common stock. The 11,162,809 shares beneficially owned represented 12.2% of the outstanding shares of common stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that HKAM is the beneficial owner of the common stock referred to herein for purposes of Sections 13(d) and or 16 of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of its pecuniary interest therein. On April 24, 2026, Eric Sites, who serves as a Managing Director of HKAM, was elected to the Board of Directors of the Issuer. |
| (b) | HKAM's Sole Power to vote is 11,162,809 shares. |
| (c) | Except as set forth in Schedule A attached hereto as Exhibit 99-a, HKAM has not effected any transaction in common stock in the past 60 days. |
| (d) | Except for Managed Accounts, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, common stock, no other person is known by HKAM to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any common stock that may be beneficially owned by HKAM. |
| (e) | N/A |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - 60 Day Trading History |
| 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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