Statement of Ownership (sc 13g)
15 2월 2023 - 4:02AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
LuxUrban
Hotels Inc. |
(Name
of Issuer) |
|
Common
Stock, $0.00001 par value per share |
(Title
of Class of Securities) |
|
21985R
105 |
(CUSIP
Number) |
|
December
31, 2022 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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 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).
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Edward
Rogers |
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
United
States |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
1,586,300
Shares |
6 |
SHARED
VOTING POWER
0
Shares |
7 |
SOLE
DISPOSITIVE POWER
1,586,300
Shares |
8 |
SHARED
DISPOSITIVE POWER
0
Shares |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,300
Shares |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
(1) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Based
on 28,591,918 shares of the Issuer’s Common Stock outstanding as of February 2, 2023. |
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EBOL
Holdings LLC (2) |
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
United
States (Delaware) |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
1,586,300
Shares |
6 |
SHARED
VOTING POWER
0
Shares |
7 |
SOLE
DISPOSITIVE POWER
1,586,300
Shares |
8 |
SHARED
DISPOSITIVE POWER
0
Shares |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,300
Shares (3) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| (2) | EBOL
Holdings LLC is a limited liability company formed in Delaware and is wholly owned and operated
by Edward Rogers. |
| (3) | Edward
Rogers owns and controls EBOL Holdings LLC, and, as such, may be deemed to beneficially own
such shares. Edward Rogers has sole voting and dispositive power over such shares. |
| Item
1(a). | Name
of Issuer: |
LuxUrban
Hotels Inc., which is referred to herein as the “Issuer.”
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
The
address of the principal executive officers of the Issuer is:
2125
Biscayne Blvd. Suite 253
Miami,
Florida 33137
| Item
2(a). | Name
of Person Filing: |
The
reporting persons are Edward Rogers and EBOL Holdings LLC, an entity owned and controlled by Edward Rogers.
| Item
2(b). | Address
of Principal Business Office or, if None, Residence: |
The
address of the principal business office of the Reporting Persons is:
EBOL
Holdings LLC
86
Bluebird Trail
Falmouth,
ME 04105
Edward
Rogers is a citizen of the United States of America.
EBOL
Holdings LLC was formed under the laws of the state of Delaware.
| Item
2(d). | Title
of Class of Securities: |
Common
stock, par value $0.00001 per share, of the Issuer
21985R
105
| Item
3. | If
This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a: |
| (a) | ☐ |
Broker
or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ |
Investment
company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ |
An
investment adviser in accordance with Rule 13d-1(b)(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)(ii)(G) |
| (h) | ☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act; |
| (j) | ☐ |
A
non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | ☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
| (a) | Amount
Beneficially Owned: 1,586,300 shares of Common Stock. |
| (b) | Percent
of Class: 5.5% based on 28,591,918 shares of the Issuer’s common stock outstanding, as reported on February 2, 2023. |
| (c) | Number
of shares as to which the person has |
| (i) | Sole
power to vote or direct the vote: 1,586,300 |
| (ii) | Shared
power to vote or direct the vote: 0 |
| (iii) | Sole
power to dispose or direct the disposition: 1,586,300 |
| (iv) | Shared
power to dispose or direct the disposition: 0 |
| 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: ☐
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
None.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
None.
| Item
8. | Identification
and Classification of Members of the Group. |
None.
| Item
9. | Notice
of Dissolution of Group. |
None.
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 are 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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:
February 14, 2023
|
EBOL Holdings
LLC |
|
|
|
|
|
By: |
/s/Edward Rogers |
|
|
Name: |
Edward Rogers |
|
|
Title: |
President and CEO |
|
|
|
|
|
|
/s/ Edward Rogers |
|
|
Edward Rogers |
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