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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Southland Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
84445C100 (CUSIP Number) |
Walter Timothy "Tim" Winn 1100 Kubota Drive, Grapevine, TX, 76051 (817) 293-4263 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2024 (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. | 84445C100 |
| 1 |
Name of reporting person
Walter Timothy "Tim" Winn | ||||||||
| 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)
OO | ||||||||
| 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
1,921,544.00 | ||||||||
| 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)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts reported in boxes 7, 9 and 11 represent 1,921,544 shares of common stock, par value $0.0001 per share ("Common Stock"), of Southland Holdings, Inc. (the "Company") held directly by the Reporting Person. The percentage in box 13 is based on 54,113,036 shares of Common Stock of the Company outstanding as of November 3, 2025 reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025 filed with the SEC on November 12, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Southland Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Kubota Drive, Grapevine,
TEXAS
, 76051. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on February 24, 2023 (the "Schedule"), as amended and supplemented by Amendment No. 1 to the Schedule filed with the SEC on December 31, 2024 ("Amendment No. 1"), relating to the shares of Common Stock of the Company. Except as otherwise provided herein, the Schedule and Amendment No. 1 remain unchanged. In Amendment No. 1, it was incorrectly reported that the Reporting Person beneficially owned 1,675,863 shares of Common Stock of the Company held by irrevocable trusts established for the benefit of his children (the "Children Trusts"). The Reporting Person previously had a power of substitution with respect to each of the Children Trusts, pursuant to which he had the right to reacquire or exchange Common Stock of the Company held in each of the Children Trusts by substituting other property of an equivalent value (the "Right of Substitution"). The Reporting person also previously served as trustee of the Children Trusts. The Reporting Person executed a Release of Power of Substitution for each of the Children Trusts effective as of June 3, 2024 (the "Releases"), thereby relinquishing his Right of Substitution with respect to each of the Children Trusts and resigned as trustee of the Children Trusts. As a result, the Reporting Person no longer beneficially owns any shares of Common Stock of the Company held in any of the Children Trusts. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover page of this Amendment No. 2 is incorporated herein by reference. | |
| (b) | The information set forth on the cover page of this Amendment No. 2 is incorporated herein by reference. | |
| (c) | The Reporting Peron has not effected any transactions in the class of securities reported on during the past sixty days. | |
| (e) | The Reporting Person ceased to be a beneficial owner of more than five percent of the Common Stock of the Company on June 3, 2024. | |
| 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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