SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant
to
Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule
13d-2(a)
PROSPECT ACQUISITION CORP.
(Name of
Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of
Class of Securities)
74347T103
(CUSIP
Number)
Kenneth
J. Abdalla
15332
Antioch Street #528
Pacific
Palisades, CA 90272
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October 16, 2009
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
¨
Note:
schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
(Continued
on following pages)
(Page 1
of 6 Pages)
*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 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).
1
|
NAME
OF REPORTING PERSON
MALIBU
PARTNERS LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
726,661 SHARES
OF COMMON STOCK
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
9
|
SOLE
DISPOSITIVE POWER
726,661 SHARES
OF COMMON STOCK
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,661
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSON
KENNETH
J. ABDALLA
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,703,921
SHARES OF COMMON STOCK
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
9
|
SOLE
DISPOSITIVE POWER
1,453,921
SHARES OF COMMON STOCK
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,703,921
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSON
BROAD
BEACH PARTNERS LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
727,260 SHARES
OF COMMON STOCK
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
9
|
SOLE
DISPOSITIVE POWER
727,260
SHARES OF COMMON STOCK
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,260
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSON
The
Malibu Companies, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,250,000 SHARES
OF COMMON STOCK
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
9
|
SOLE
DISPOSITIVE POWER
0
SHARES OF COMMON STOCK
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
Item
1.
|
Security and
Issuer
|
This
Schedule 13D relates to the common stock, par value $0.0001 per share (“Common
Stock”) of Prospect Acquisition Corp. (the “Issuer”). The address of
the principal executive office of the Issuer is 9130 Galleria Court, Suite 318,
Naples, Florida. The 3,703,921 shares of Common Stock that are the
subject of this Schedule 13D are owned by Malibu Partners, LLC, Broad Beach
Partners, LLC, and The Malibu Companies, LLC. Malibu Partners, LLC directly owns
726,661 shares of Common Stock, Broad Beach Partners, LLC directly owns 727,260
shares of Common Stock, and The Malibu Companies, LLC directly owns the voting
rights with respect to 2,250,000 shares of Common Stock acquired as part of the
purchase of options with respect to such shares (the “Option Purchase
Agreements”). Kenneth J. Abdalla is the managing member of each of
Malibu Partners, LLC, Broad Beach Partners, LLC and The Malibu Companies,
LLC.
Item
2.
|
Identity and
Background
|
|
(a)
|
This
Statement is filed on behalf of:
|
|
(2)
|
The
Malibu Companies, LLC
|
|
(3)
|
Broad
Beach Partners LLC; and
|
|
(b)
|
The
address of the above persons is:
|
15332
Antioch Street #528
Pacific
Palisades, CA 90272
|
(c)
|
The
principal occupation and business of Mr. Abdalla; Malibu Partners, LLC,
The Malibu Companies, LLC and Broad Beach Partners, LLC is investing in
securities.
|
|
(d)
|
Mr.
Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad Beach
Partners, LLC have not, during the last five (5) years, been convicted in
a criminal proceeding (excluding traffic violation or similar
misdemeanors).
|
|
(e)
|
Mr.
Abdalla, Malibu Partners LLC, the Malibu Companies, LLC and Broad Beach
Partners LLC have not, during the last five (5) years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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)
|
Mr.
Abdalla is an American citizen. Malibu Partners, LLC, The
Malibu Companies, LLC and Broad Beach Partners, LLC are each a limited
liability company organized in the state of
California.
|
Item
3.
|
Source and Amount of
Funds or Other Consideration
|
Mr.
Abdalla, Malibu Partners, LLC, the Malibu Companies, LLC and Broad Beach
Partners, LLC used their personal funds to purchase the securities.
Item
4.
|
Purpose of
Transaction
|
The
Reporting Persons acquired the shares for personal investment
purposes. Mr. Abdalla, Malibu Partners, LLC and Broad Beach Partners,
LLC may acquire additional shares of the Issuer to the extent he believes such
acquisition(s) are in line with his investment goal.
Mr.
Abdalla anticipates being actively involved in both (a) the negotiation of
merger terms with respect to the Issuer’s upcoming business combination and (b)
the composition of the Issuer’s board of directors.
Item
5.
|
Interest in Securities
of the Issuer
|
(a), (b)
Mr. Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad
Beach Partners, LLC are the beneficial owners of 3,703,921, shares of common
stock in the Issuer, representing approximately 11.9% of outstanding
shares. Mr. Abdalla has voting and dispositive power with respect to
1,453,921 shares of Common Stock and voting power with respect to 2,250,000
shares of Common Stock.
(c)
During the past 60 days,
Mr. Abdalla, Malibu Partners, LLC, the Malibu Companies, LLC and Broad Beach
Partners, LLC effected transactions in the shares of common stock of Prospect
Acquisition Corp. as set forth below. All such transactions were made
on the NYSE Amex.
Date
|
|
Quantity
|
|
|
Price
|
|
Transaction
|
|
|
|
|
|
|
|
|
|
|
10/20/2009
|
|
700,021
|
|
|
$
|
9.87
|
|
Purchase
|
|
10/21/2009
|
|
600
|
|
|
$
|
9.85
|
|
Purchase
|
|
10/22/2009
|
|
174,000
|
|
|
$
|
9.90
|
|
Purchase
|
|
10/23/2009
|
|
579,300
|
|
|
$
|
9.90
|
|
Purchase
|
|
(d)
N/A
(e)
N/A
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The
Malibu Companies, LLC executed an agreement with a stockholder governing
2,250,000 shares of the Issuer, giving Mr. Abdalla, the right to direct the vote
of 2,250,000 shares of the Issuer. Until such time the options are
exercised, the stockholder will vote against the business combination and demand
redemption of the Common Stock. Confidential Treatment is requested
with respect to certain portions of this agreement.
Item
7.
|
Material to be Filed
as Exhibits
|
*Exhibit
10.1 Option Purchase Agreement dated October 14, 2009 by and between
The Malibu Companies, LLC and a stockholder of the Issuer.
*Exhibit
10.2 Option Purchase Agreement dated October 16, 2009 by and between
The Malibu Companies, LLC and a stockholder of the Issuer.
*Exhibit
10.3 Option Purchase Agreement dated October 21, 2009 by and between
The Malibu Companies, LLC and a stockholder of the Issuer.
*Confidential
treatment is requested for certain portions of this exhibit pursuant to 17
C.F.R. Sections 200.8(b)(4) and 240.24b-2.
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 as
of this 26
th
day of
October, 2009.
By:
|
/s/Kenneth
J. Abdalla
|
|
|
Name:
Kenneth J. Abdalla,
individually
|
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 as
of this 26
th
day of
October, 2009.
MALIBU
PARTNERS LLC
By:
|
/s/Kenneth
J, Abdalla
|
|
|
Name:
Kenneth J. Abdalla
|
|
Title:
Managing Member
|
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 as
of this 26
th
day of
October, 2009.
BROAD
BEACH PARTNERS LLC
By:
|
/s/Kenneth
J, Abdalla
|
|
|
Name:
Kenneth J. Abdalla
|
|
Title:
Managing Member
|
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 as
of this 26
th
day of
October, 2009.
THE
MALIBU COMPANIES, LLC
By:
|
/s/Kenneth
J, Abdalla
|
|
|
Name:
Kenneth J. Abdalla
|
|
Title:
Managing Member
|
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