UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| MHI Hospitality Corporation |
(Name of Issuer)
| Common Stock, $0.01 par value |
(Title of Class of Securities)
| 55302 L 10 2 |
(CUSIP Number)
Andrew M. Sims c/o MHI Hospitality Corporation 410 W. Francis Street Williamsburg, VA 23185 (757) 229-5648 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| June 7, 2011 |
(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 Schedule13D, 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 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).
Page 1 of 5
| CUSIP No. 55302 L 10 2 | Page 2 of 5 |
| 1. | Name of Reporting Persons.
Andrew M. Sims | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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| 3. | SEC Use Only
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| 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 | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
703,355 | ||||
| 8. | Shared Voting Power
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| 9. | Sole Dispositive Power
703,355 | |||||
| 10. | Shared Dispositive Power
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person
703,355 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x*
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13. | Percent of Class Represented by Amount in Row (11)
7.2% | |||||
14. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Row 11 does not include the number of shares that may be issued to Mr. Sims upon redemption of 574,597 units in MHI Hospitality, L.P., the Issuer’s operating partnership. The operating partnership is obligated to redeem each unit at the request of the holder, thereof for the cash value of one share of common stock or, at the Issuer’s option, one share of common stock. |
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Item 2. Identity and Background
| (c) | Mr. Sims is the Chief Executive Officer of MHI Hospitality Corporation, a hospitality real estate investment trust, with principal executive offices at 410 W. Francis Street, Williamsburg, VA 23185 (the “Issuer”). |
Item 3. Source and Amount of Funds or Other Consideration
MHI Hospitality, L.P. has redeemed 115,000 of its operating partnership units held by Mr. Sims (the “Units”) in exchange for shares of the Issuer’s common stock.
Item 4. Purpose of Transaction
The Units were redeemed for common stock upon notice from Mr. Sims and following the Issuer’s election to redeem the Units for stock rather than cash. The redemption was made for the purpose of investment. Mr. Sims is the Chief Executive Officer of the Issuer. Mr. Sims may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. Mr. Sims does not have plans or proposals which relate to or would result in any of the actions listed in Items 4(a) through 4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
| (a) | Mr. Sims beneficially owns 703,355, or 7.2%, of the Issuer’s common stock, based on 9,701,786 shares outstanding. This amount includes 271,250 shares held by the AMS Family Partnership, R.L.L.P. and 156,250 shares held by Mr. Sims’ spouse. This amount does not include the number of shares that may be issued to Mr. Sims upon redemption of his 574,597 units in MHI Hospitality, L.P., the Issuer’s operating partnership (of which 60,581 units are held by the Edgar Sims Irrevocable Trust for which Mr. Sims serves as a co-trustee). The operating partnership is obligated to redeem each unit at the request of the holder, thereof for the cash value of one share of common stock or, at the Issuer’s option, one share of common stock. |
| (b) | Mr. Sims has sole power to vote and dispose of 703,355 shares of the Issuer’s common stock. |
| (c) | None. |
| (d) | Not applicable. |
| (e) | Not applicable. |
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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.
Date: June 7, 2011 | By: | /s/ Andrew M. Sims | ||
| Name: Andrew M. Sims |
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