UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Lument Finance Trust,
Inc. |
(Name of Issuer) |
|
Common Stock, Par Value $0.01 Per
Share |
(Title of Class of
Securities) |
|
44558T100 |
(CUSIP Number) |
|
Kara Harchuck |
General Counsel |
Hunt Companies Equity Holdings,
LLC |
980 N Michigan Ave., Suite
1150 |
Chicago, IL 60611 |
(312) 799-3900 |
(Name, Address and Telephone Number
of Person |
Authorized to Receive Notices and
Communications) |
|
February 22, 2022 |
(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: ☐
NOTE:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule
240.13d-7 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).
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 2 of 14 |
1 |
NAME
OF REPORTING PERSON
Hunt
Companies Equity Holdings, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
HC
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 3 of 14 |
1 |
NAME
OF REPORTING PERSON
Hunt
Capital Holdings Investments, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
OO
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 4 of 14 |
1 |
NAME
OF REPORTING PERSON
Hunt
ELP, Ltd.
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
PN
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 5 of 14 |
1 |
NAME
OF REPORTING PERSON
HB
GP, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
OO
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 6 of 14 |
1 |
NAME
OF REPORTING PERSON
Hunt
Company, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
OO
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 7 of 14 |
1 |
NAME
OF REPORTING PERSON
Hunt
Companies, Inc.
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 8 of 14 |
1 |
NAME
OF REPORTING PERSON
Woody L. Hunt
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0-
|
8 |
SHARED VOTING POWER
5,774,752
|
9 |
SOLE
DISPOSITIVE POWER
-0-
|
10 |
SHARED DISPOSITIVE POWER
5,774,752
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,774,752
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
|
14 |
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 9 of 14 |
1 |
NAME
OF REPORTING PERSON
James Christopher Hunt
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
550,000
|
8 |
SHARED VOTING POWER
-0-
|
9 |
SOLE
DISPOSITIVE POWER
550,000
|
10 |
SHARED DISPOSITIVE POWER
-0-
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
|
14 |
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 10 of 14 |
This Amendment No. 3 (“Amendment No. 3”) amends and
supplements the statement on Schedule 13D, dated January 29, 2018,
as amended by Amendment No. 1 to the statement on Schedule 13D,
dated June 4, 2018, and Amendment No. 2 to the statement on
Schedule 13D, dated January 3, 2020 (so amended, the “Schedule
13D”), filed with the Securities and Exchange Commission by
Hunt Companies Equity Holdings, LLC, a Delaware limited liability
company (“Hunt CE Holdings”), Hunt REC Holdings, LLC, a
Delaware limited liability company (f/k/a HCH Holdings, LLC)
(“HREC Holdings”), Hunt Financial Securities, LLC, a
Delaware limited liability company (“Hunt Financial
Securities”), Hunt FS Holdings II, LLC, a Delaware limited
liability company (“Hunt FS Holdings II”), Hunt FS Holdings,
LLC, a Delaware limited liability company (“Hunt FS
Holdings”), Hunt Company, LLC, a Nevada limited liability
company (“Hunt Company”), and Hunt Companies, Inc., a
Delaware corporation (“HCI”) relating to the shares of
common stock, par value $0.01 per share (“Common Stock”), of
Lument Finance Trust, Inc., a Maryland corporation (the
“Company”).
Item 2. Identity and Background.
The information contained in Item 2 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) This
Schedule 13D is being filed on behalf of Hunt CE Holdings, Hunt
Capital Holdings Investments, LLC, a Delaware limited liability
company (“Hunt CH Investments”), Hunt ELP, Ltd., a Texas
limited partnership (“Hunt ELP”), HB GP, LLC, a Nevada
limited liability company (“HB GP”), Hunt Company, HCI,
Woody L. Hunt (“Mr. W.L. Hunt”) and James Christopher Hunt
(“Mr. J.C. Hunt” and, together with Hunt CE Holdings, Hunt
CH Investments, Hunt ELP, HB GP, Hunt Company, HCI and Mr. W.L.
Hunt, the “Reporting Persons”). This Amendment No. 3 adds
Hunt CH Investments, Hunt ELP, HB GP and Mr. W.L. Hunt as Reporting
Persons, and removes HREC Holdings, Hunt Financial Securities, Hunt
FS Holdings II and Hunt FS Holdings as Reporting Persons.
Hunt CH Investments is the sole member of Hunt CE Holdings. Hunt
ELP serves as the sole member of Hunt CH Investments. HB GP serves
as the general partner of Hunt ELP. Hunt Company is the majority
limited partner of Hunt ELP. HCI is the sole member of Hunt
Company. Mr. W.L. Hunt holds the majority voting power in HB GP and
HCI. Mr. J.C. Hunt serves as the Chief Executive Officer of HCI and
a director of the Issuer.
(b) The
address of the principal office of (i) each of Hunt CE
Holdings, Hunt CH Investments, Hunt ELP, HB GP, Hunt Company, HCI,
Mr. W.L. Hunt and Mr. J.C. Hunt is 601 N. Mesa Street, Suite 1900,
El Paso, Texas 79901 and (ii) the directors and executive
officers of HCI named on Schedule I hereto (each, a “Scheduled
Person” and collectively, the “Scheduled Persons”) is
listed thereon, which Schedule I is incorporated by reference
herein.
(c) The
principal business of Hunt CE Holdings is to serve as a holding
company. The principal business of Hunt CH Investments is to
serve as a holdings company. The principal business of Hunt
ELP is to serve as a holding company. The principal business of HB
GP is to serve as the general partner of Hunt ELP. The
principal business of Hunt Company is to serve as a holding
company. The principal business of HCI is to invest in real estate,
other assets and related businesses. Mr. W.L. Hunt holds the
majority voting power in HB GP and HCI. Mr. J.C. Hunt serves as the
Chief Executive Officer of HCI and a director of the Issuer.
(d) None
of the Reporting Persons, nor, to their knowledge, any of the
Scheduled Persons, has during the last five years been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons, nor, to their knowledge, any of the
Scheduled Persons, has during the last five years been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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) Each
of Hunt CE Holdings, Hunt CH Investments and HCI is organized under
the laws of Delaware. Each of HB GP and Hunt Company is organized
under the laws of Nevada. Hunt ELP is organized under the laws of
Texas. Mr. W.L. Hunt, Mr. J.C. Hunt and each of the directors
and executive officers named on Schedule I hereto is a United
States citizen, which Schedule I is incorporated herein by
reference.
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 11 of 14 |
Item 3. Source and Amount of Funds or Other
Consideration.
The information contained in Item 3 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
The Reporting Persons, excluding Mr. J.C. Hunt, used working
capital to invest approximately $10,786,044 in newly issued Common
Stock of the Company through participation in the Company’s
subscription rights offering, as described in Item 4.
Mr. J.C. Hunt purchased an aggregate of 334,946 newly issued shares
of Common Stock of the Company for a purchase price of $1,024,935
through participation in the Company's subscription rights
offering, as described in Item 4.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby
amended and supplemented by adding the following:
On January 7, 2022, the
Company announced its intent to conduct a transferable rights
offering pursuant to which it distributed transferable subscription
rights to purchase up to 37,421,825 shares of Common Stock to its
existing stockholders. On February 22, 2022, the Company announced
the final results of its transferable rights offering, which
commenced on January 18, 2022 and expired on February 11, 2022.
During the subscription period, each of the Reporting Persons,
excluding Mr. J.C. Hunt, fully exercised their subscription rights,
and purchased a total of 3,524,851 shares of Common Stock,
including 150,000 shares fulfilling their oversubscription
requests. During the subscription period, Mr. J.C. Hunt fully
exercised his subscription rights, and purchased a total of 334,946
shares of Common Stock, including 12,365 shares fulfilling his
oversubscription request.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) All
calculations of percentage ownership in this Schedule 13D are based
on a total 52,225,152 shares of Common Stock outstanding on the
date hereof, which amount is derived from 24,947,883 shares of
Common Stock as reported as outstanding as of November 9, 2021 in
the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021 plus 27,277,269 shares of
Common Stock issued pursuant to a rights offering announced on
January 7, 2022, as reported in the Company’s press release dated
February 22,
2022.
Hunt CE Holdings directly beneficially owns 5,774,752 shares of
Common Stock, representing 11.1% of the outstanding shares of
Common Stock. As a result of the relationships described in
Item 2 above each of Hunt CH Investments, Hunt ELP, HB GP, Hunt
Company, HCI and Mr. W.L. Hunt may be deemed to indirectly
beneficially own the shares directly beneficially owned by Hunt CE
Holdings.
Mr. J.C. Hunt directly owns 550,000 shares of Common Stock, less
than 1.0% of the total number of shares of Common Stock
outstanding.
The Reporting Persons may be deemed to constitute a “person” or
“group” within the meaning of Section 13(d)(3) of the Exchange Act.
The filing of this Schedule 13D shall not be construed as an
admission of such beneficial ownership or that the Reporting
Persons constitute a person or group. The Reporting Persons
collectively own 5,774,752 shares of Common Stock (approximately
11.1% of the total number of shares of Common Stock
outstanding).
(b) Each
of Hunt CE Holdings, Hunt CH Investments, Hunt ELP, HB GP, Hunt
Company and HCI shares the power to vote or to direct the vote and
to dispose or to direct the disposition of 5,774,752 shares of
Common Stock it may be deemed to beneficially own.
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 12 of 14 |
Mr. J.C. Hunt has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the disposition of 550,000
shares of Common Stock
(c) None
of the Reporting Persons or, to their knowledge, any of the
Scheduled Persons have made transactions in the Common Stock within
the past 60 days.
(d) No
person other than the Reporting Persons is known to have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any securities owned by the
Reporting Persons.
(e) Not
applicable.
Item 7. Material to Be Filed as Exhibits.
|
Exhibit
99.1. |
Joint Filing Agreement, dated as of February 24, 2022, by and among
Hunt CE Holdings, Hunt CH Investment, Hunt ELP, HB GP, Hunt
Company, HCI, Mr. W.L. Hunt and Mr. J.C. Hunt. |
|
|
|
|
Exhibit 99.2. |
Power of
Attorney, dated May 23, 2018, relating to James Christopher Hunt
(incorporated by reference to Exhibit 24 of James Christopher
Hunt’s statement on Form 4 filed with the SEC on May 25,
2018). |
|
|
|
|
Exhibit 99.3. |
Power of Attorney,
dated February 23, 2022, relating to Woody L. Hunt. |
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 13 of 14 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: February 24,
2022 |
HUNT COMPANIES
EQUITY HOLDINGS, LLC |
|
|
|
|
|
By: |
/s/ Kara
Harchuck |
|
|
|
Name: |
Kara
Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
Dated: February 24,
2022 |
HUNT CAPITAL
HOLDINGS INVESTMENTS, LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
Dated: February 24,
2022 |
HUNT ELP,
LTD. |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
|
|
Dated: February 24, 2022 |
HB GP, LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice President |
|
|
|
|
|
|
|
|
|
Dated: February 24,
2022 |
HUNT COMPANY,
LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
Dated: February 24,
2022 |
HUNT COMPANIES,
INC. |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
CUSIP No.
44558T100 |
SCHEDULE 13D |
Page 14 of 14 |
Dated: February 24,
2022 |
/s/ Woody L. Hunt |
|
|
Woody L.
Hunt |
|
|
By: |
Paul Donnelly,
Attorney-in-Fact |
|
|
|
|
|
|
Dated: February 24, 2022
|
/s/ James
Christopher Hunt |
|
|
James Christopher
Hunt |
|
|
By: |
Paul Donnelly,
Attorney-in-Fact |
|
|
|
|
|
|
SCHEDULE I
Set
forth below is the name and present principal occupation of each of
the executive officers and directors of HCI. Each person is a
citizen of the United States. The business address of each
person is in care of HCI.
|
Name |
Present Principal
Occupation |
|
|
Woodley L. Hunt |
Executive Chairman of HCI |
|
|
Marion L. Hunt |
Director of HCI |
|
|
James C. Hunt |
Chief Executive Officer and Director
of HCI |
|
|
Joshua W. Hunt |
Executive Vice President of
HCI |
|
|
Eileen Byrne |
Advisor at Byrne Partners,
LLC |
|
|
Michael Giliberto |
Owner of S. Michael Giliberto &
Co., Inc.; Adjunct professor at Columbia University’s Graduate
School of Business |
|
|
James K. Hunt |
Consultant at Tournament Capital
Advisors, LLC |
|
|
James L. Lozier |
Director of HCI |
|
|
Edward Escudero |
President and CEO of High Desert
Capital; Vice Chairman of WestStar Bank |
|
|
Clinton E. Wolf, Jr. |
Partner at Kemp Smith LLP |
|
|
Angela Brock-Kyle |
Director of HCI |
|
|
Kara Harchuck |
Executive Vice President and General
Counsel of HCI |
|
|
Clay Parker |
Executive Vice President and Chief
Financial Officer of HCI |
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, each of the undersigned hereby acknowledges
and agrees to the joint filing on behalf of each of them of a
statement on Schedule 13D, and amendments thereto, relating to the
common stock, par value $0.01 per share of Lument Finance Trust,
Inc., a Maryland corporation. This Joint Filing Agreement
shall be included as an Exhibit to such joint filing, and may be
executed in any number of counterparts all of which together shall
constitute one and the same instrument.
In evidence thereof, each of the undersigned, being duly
authorized, hereby execute this Joint Filing Agreement.
Date: February 24, 2022
|
HUNT COMPANIES
EQUITY HOLDINGS, LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara
Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
|
HUNT CAPITAL
HOLDINGS INVESTMENTS, LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
|
HUNT ELP,
LTD. |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
|
|
|
|
|
HB GP, LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice President |
|
|
|
|
|
|
|
|
|
|
HUNT COMPANY,
LLC |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
|
|
|
HUNT COMPANIES,
INC. |
|
|
|
|
|
By: |
/s/ Kara Harchuck |
|
|
|
Name: |
Kara
Harchuck |
|
|
|
Title: |
Executive Vice
President |
|
|
/s/ Woody L. Hunt |
|
|
Woody L.
Hunt |
|
|
By: |
Paul Donnelly,
Attorney-in-Fact |
|
|
|
|
|
|
|
/s/ James
Christopher Hunt |
|
|
James Christopher
Hunt |
|
|
By: |
Paul Donnelly,
Attorney-in-Fact |
|
|
|
|
|
|
EXHIBIT 99.3
POWER
OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5, 144, SCHEDULES 13D and
13G
IN RESPECT OF SECURITIES OF
LUMENT FINANCE TRUST, INC.
The
undersigned hereby constitutes and appoints Paul D. Donnelly as his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in his name and stead in
any and all capacities, to sign and file for and on his behalf, in
respect of any acquisition, disposition or other change in
ownership of any Common Stock or derivative securities thereof of
Lument Finance Trust, Inc. (the "Company"), the following:
|
(i) |
any
Form ID to be filed with the Securities and Exchange Commission
(the "SEC");
|
|
(ii) |
any
Initial Statement of Beneficial Ownership of Securities on Form 3
to be filed with the SEC; |
|
(iii) |
any
Statement of Changes of Beneficial Ownership of Securities on Form
4 to be filed with the SEC; |
|
(iv) |
any
Annual Statement of Beneficial Ownership of Securities on Form 5 to
be filed with the SEC; |
|
(v) |
any
Notice of Proposed Sale of Securities on Form 144 to be filed with
the SEC |
|
(vi) |
and
any other forms or reports the undersigned may be required to file
in connection with the undersigned's ownership, acquisition or
disposition of securities of the Company, including Schedules 13G
and 13D; and |
|
(vii) |
any
and all agreements, certificates, receipts, or other documents in
connection therewith. The undersigned hereby gives full power and
authority to the attorney-in-fact to seek and obtain as the
undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any
third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes
any such person to release such information to the undersigned and
approves and ratifies any such release of information. The
undersigned hereby grants unto such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby
ratifies and confirms all that any such attorney-in-fact and agent
or substitute may do or cause to be done by virtue hereof. The
undersigned acknowledges that:
|
|
(i) |
neither
the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of
the Exchange Act; and |
|
(ii) |
this
Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations
under the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act. This Power of
Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to such
attorney-in-fact. |
IN
WITNESS WHEREOF, the undersigned has executed this Power of
Attorney.
Date:
February 23, 2022 |
/s/ Woodley L. Hunt |
|
|
Woodley L.
Hunt |
|
|
|
|
|
|
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