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. 8)*
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BIMINI CAPITAL MANAGEMENT, INC. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
090319104 (CUSIP Number) |
Robert B. Lamm Gunster, 4855 Technology Way, Suite 630 Boca Raton, FL, 33431 (954) 468-1321 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/21/2025 (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. | 090319104 |
| 1 |
Name of reporting person
Dwyer Robert J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,359,661.00 | ||||||||
| 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)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
BIMINI CAPITAL MANAGEMENT, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
3305 FLAMINGO DRIVE, VERO BEACH,
FLORIDA
, 32963. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D relates to the Class A Common Stock, $0.001 par value per share (the "Common Stock"), of Bimini Capital Management, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 3305 Flamingo Drive, Vero Beach, FL 32963. | ||
| Item 2. | Identity and Background | |
| (a) | Robert J. Dwyer (the "Reporting Person") | |
| (b) | c/o Bimini Capital Management, Inc., 3305 Flamingo Drive, Vero Beach, Florida 32963 | |
| (c) | The Reporting Person is a director of the Issuer. | |
| (d) | During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The shares of Common Stock described in Item 4 below were acquired by the Reporting Person using personal funds. All shares of Common Stock owned by the Reporting Person were acquired using personal funds or were issued as compensation for serving as a director of the Issuer. No shares of Common Stock were acquired by the Reporting Person using funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting such shares. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person has acquired the shares of Common Stock that are beneficially owned by him for investment purposes. The Reporting Person may acquire additional shares of Common Stock for cash or as director's fees and may otherwise acquire or dispose of shares of Common Stock in the future. Other than as described herein, the Reporting Person has no current plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns 1,359,661 shares of Common Stock, which represents approximately 13.6% of the Issuer's outstanding shares of Class A Common Stock. | |
| (b) | The Reporting Person has the sole power to vote and dispose of all such shares. | |
| (c) | On March 12, 2025, the Reporting Person acquired 400 shares of Common Stock at a price of $0.95 per share. On March 14, 2025, the Reporting Person acquired 52 shares of Common Stock at a price of $0.95 per share. On April 21, 2025, the Reporting Person acquired 4,548 shares of Common Stock at a price of $0.95 per share. During the past 60 days the Reporting Person did not acquire or dispose of any other shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Person continues to be a member of the Board of Directors of the Issuer and as such, may receive future director's compensation in the form of shares of Common Stock. There are currently no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| 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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