Sec Form 13G Filing - AMD Alternatives Invest Ltd. filing for Braemar Hotels & Resorts Inc. (BHR) - 2022-01-24

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.1)

 

Braemar Hotels & Resorts Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10482B101

(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:

 

[_] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[_] Rule 13d-1(d)

 

*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.

 

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 (“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 13G

 

CUSIP No.

10482B101

1

Names of Reporting Persons

Gregory Julien Dewerpe

2

Check the appropriate box if a member of a Group (see instructions)

(a) [ ] (b) [ ]

3

Sec Use Only

4

Citizenship or Place of Organization

Switzerland

Number of Shares Beneficially Owned by Each Reporting Person With:

5

Sole Voting Power

0

6

Shared Voting Power

227,229

7

Sole Dispositive Power

0

8

Shared Dispositive Power

227,229

9

Aggregate Amount Beneficially Owned by Each Reporting Person

227,229

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

[ ]

11

Percent of class represented by amount in row (9)

0.35%1

12

Type of Reporting Person (See Instructions)

IN

(1) The percentage is based on 64,503,016 shares of Common Stock reported to be outstanding as of November 3, 2021 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on November 5, 2021.

SCHEDULE 13G

 

CUSIP No.		10482B101
1	Names of Reporting Persons
	AMD Capital Holdings Limited
2	Check the appropriate box if a member of a Group (see instructions)
	(a) [ ] (b) [ ]
3	Sec Use Only
4	Citizenship or Place of Organization
	Malta
Number of Shares Beneficially Owned by Each Reporting Person With:			5	Sole Voting Power
				0
			6	Shared Voting Power
				227,229
			7	Sole Dispositive Power
				0
			8	Shared Dispositive Power
				227,229
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	227,229
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	0.35%1
12	Type of Reporting Person (See Instructions)
	OO
(1) The percentage is based on 64,503,016 shares of Common Stock reported to be outstanding as of November 3, 2021 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on November 5, 2021.

 

 

SCHEDULE 13G

 

CUSIP No.		10482B101
1	Names of Reporting Persons
	AMD Invest S.a.r.l
2	Check the appropriate box if a member of a Group (see instructions)
	(a) [ ] (b) [ ]
3	Sec Use Only
4	Citizenship or Place of Organization
	Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:			5	Sole Voting Power
				0
			6	Shared Voting Power
				227,229
			7	Sole Dispositive Power
				0
			8	Shared Dispositive Power
				227,229
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	227,229
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	0.35%1
12	Type of Reporting Person (See Instructions)
	OO

(1) The percentage is based on 64,503,016 shares of Common Stock reported to be outstanding as of November 3, 2021 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on November 5, 2021.

 

 

SCHEDULE 13G

 

CUSIP No.		10482B101
1	Names of Reporting Persons
	AMD Alternatives Invest Ltd.
2	Check the appropriate box if a member of a Group (see instructions)
	(a) [ ] (b) [ ]
3	Sec Use Only
4	Citizenship or Place of Organization
	Cyprus
Number of Shares Beneficially Owned by Each Reporting Person With:			5	Sole Voting Power
				0
			6	Shared Voting Power
				227,229
			7	Sole Dispositive Power
				0
			8	Shared Dispositive Power
				227,229
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	227,229
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	0.35%1
12	Type of Reporting Person (See Instructions)
	OO

 

(1) The percentage is based on 64,503,016 shares of Common Stock reported to be outstanding as of November 3, 2021 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on November 5, 2021.

 

Item 1.

(a)       Name of Issuer:

Braemar Hotels & Resorts Inc. (the “Issuer”)

(b)       Address of Issuer’s Principal Executive Offices:

14185 Dallas Parkway, Suite 1100, Dallas, Texas, Zip Code 75254

Item 2.

(a)

Name of Person Filing:

This statement is being filed on behalf of the following persons (collectively, the “Reporting Persons”):

(i) Gregory Julien Dewerpe (“Mr. Dewerpe”)

(ii) AMD Capital Holdings Limited (“AMD Capital”);

(iii) AMD Invest S.a.r.l (“AMD Invest”); and

(iv) AMD Alternatives Invest Ltd. (“AMD Alternatives”).

This joint statement on Schedule 13G (the “Statement”) is being filed by the Reporting Persons.

Mr. Dewerpe holds an interest in the Issuer indirectly through these entities:

(1) AMD Capital is a Maltese company wholly owned by Mr. Dewerpe.

(2) AMD Invest is a Luxembourg company wholly owned by AMD Capital.

(3) AMD Alternatives is the direct holder of 227,229 shares of common stock of the Issuer and is a Cypriot company wholly owned by AMD Invest.

Mr. Dewerpe is the sole shareholder of these entities and holds full voting and dispositive powers over the shares held by these entities.

Address of Principal Business Office or, if None, Residence:

AMD Capital: First Floor ,Orange Point, Dun Karm Street, Birkirkara BKR 9037, Malta.

AMD Alternatives: Vyzantiou 30, Office 31, Strovolos 2064 Nicosia, Cyprus.

AMD Invest : 24 Avenue Victor Hugo, L-1750 Luxembourg.

Gregory Dewerpe: 20 Thayer Street, W1U2DD, London, United Kingdom.

(b)

Citizenship:

(i) Mr. Dewerpe: Switzerland;

(ii) AMD Capital: Malta;

(iii) AMD Invest: Luxembourg; and

(iv) AMD Alternatives: Cyprus.

(c)

Title and Class of Securities:

Common stock.

(d)

CUSIP No.:

 

10482B101

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[_] Broker or dealer registered under Section 15 of the Act;

(b)

[_] Bank as defined in Section 3(a)(6) of the Act;

(c)

[_] Insurance company as defined in Section 3(a)(19) of the Act;

(d)

[_] Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.

Item 5.

Ownership of Five Percent or Less of a Class.

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].

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

Item 8.

Identification and classification of members of the group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

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 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 such 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.

Dated:  January 20, 2022

 

Gregory Julien Dewerpe   /s/  Gregory Julien Dewerpe         AMD Capital Holdings Limited   By: /s/ Nabil El Midaoui            By: Nabil El Midaoui Title: Legal representative   AMD Invest S.a.r.l   By: /s/ Nabil El Midaoui            By: Nabil El Midaoui Title: Legal representative   AMD Alternatives Invest Ltd.   By: /s/ Nabil El Midaoui            By: Nabil El Midaoui Title: Legal representative

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).