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

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

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  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*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).

 SCHEDULE 13D

* This calculation is based on 5,240,309 Shares of Common Stock outstanding as of March 28, 2022, calculated as follows: (a) 7,336,370 Shares of Common Stock outstanding as of March 7, 2022 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2022; minus (b) 2,096,061 Shares of Common Stock purchased by the Issuer on March 28, 2022 reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 28, 2022.

* This calculation is based on 5,240,309 Shares of Common Stock outstanding as of March 28, 2022, calculated as follows: (a) 7,336,370 Shares of Common Stock outstanding as of March 7, 2022 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2022, filed with the SEC on March 10, 2022; minus (b) 2,096,061 Shares of Common Stock purchased by the Issuer on March 28, 2022 reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 28, 2022.

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the information set forth in the Schedule 13D filed by (i) James H. Dahl and (ii) Rainey E. Lancaster (each, a “Reporting Person” and collectively, the “Reporting Persons”) with the SEC on May 20, 2021 (the “Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 2, 2021 (“Amendment No. 1”), and as further amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 13, 2021 (“Amendment No. 2,” and, together with Amendment No. 1 and the Schedule 13D, the “Amended Schedule 13D”), relating to the Common Stock, par value $0.10 per share (“Shares”), of AMREP Corporation (the “Issuer”), having a principal executive office at 850 West Chester Pike, Suite 205, Havertown, Pennsylvania 19083. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Amended Schedule 13D.

Item 3 of the Amended Schedule 13D is amended and restated to read as follows:

The Reporting Persons may be deemed to beneficially own 707,011 Shares, in aggregate. The amount and source of the funds for the transactions pursuant to which the Reporting Persons may be deemed to beneficially own such Shares were approximately $7,882,535.30 in aggregate purchase price for 707,011 Shares, derived from: (i) in the case of James H. Dahl, personal funds of James H. Dahl and funds from the following trusts for which James H. Dahl serves as trustee: IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, IRA FBO James H. Dahl Pershing LLC as Custodian and Dahl Family Foundation, Inc.; and (ii) in the case of Rainey E. Lancaster, personal funds of Rainey E. Lancaster.

Item 5 of the Amended Schedule 13D is amended and restated to read as follows: 

(a)     The Issuer has 5,240,309 Shares of Common Stock outstanding as of March 28, 2022, calculated as follows: (a) 7,336,370 Shares of Common Stock outstanding as of March 7, 2022 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2022, filed with the SEC on March 10, 2022; minus (b) 2,096,061 Shares of Common Stock purchased by the Issuer on March 28, 2022 reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 28, 2022. Each Reporting Person may be deemed to have the following beneficial ownership of Shares of the Issuer: (i) James H. Dahl may be deemed to beneficially own 707,011 Shares, in aggregate (or 13.5% of the total number of Shares outstanding); and (ii) Rainey E. Lancaster may be deemed to beneficially own 155,704 Shares (or 3.0% of the total number of Shares outstanding). All holdings in this Statement on Schedule 13D are reported as of the closing of business on March 31, 2022.

(b)     James H. Dahl has sole power to vote and dispose of 551,307 Shares, including: (i) 235,351 Shares held directly, (ii) 196,836 Shares held by IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, (iii) 25,000 Shares held by IRA FBO James H. Dahl Pershing LLC as Custodian, and (iv) 94,120 Shares held by Dahl Family Foundation, Inc. Neither James H. Dahl nor any member of his family have any pecuniary interest in Shares held by Dahl Family Foundation, Inc. The Reporting Persons have shared power to vote and dispose of 155,704 Shares held by Rainey E. Lancaster.

(c)     The Reporting Persons have not effected any transactions in the Shares during the sixty days prior to and including March 31, 2022.

(d)     No person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement on Schedule 13D.

(e)     Not applicable.

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.

March 31, 2022

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