UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Silver Star Properties REIT, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
N/A
(CUSIP Number)
Allen R. Hartman
11211 Katy Freeway, Suite 309
Houston, Texas 77079
(281) 380-0770
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
November 22, 2023
(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 § 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 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. N/A | 13D | Page 2 of 11 |
| 1 | Names of Reporting Persons
Allen R. Hartman | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: U.S.A | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 1,800,4891 | |||
| 8 | Shared Voting Power: 2,813,7322 | ||||
| 9 | Sole Dispositive Power: 1,800,4891 | ||||
| 10 | Shared Dispositive Power: 2,813,7322 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,614,221 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 13.2%3 | ||||
| 14 | Type of Reporting Person: IN | ||||
Notes:
| (1) | The amount includes (a) 602,261 shares owned by Allen R. Hartman, (b) 19,000 shares held by Hartman XX Holdings, Inc. (“Holdings”), and (c) 1,198,228 shares owned by Hartman vREIT XXI, Inc. (“vREIT”). These amounts are also included below for Holdings and vREIT. Mr. Hartman is the Executive Chairman and CEO of Holdings and, by virtue of such position, has sole voting and investment discretion with respect to the shares held by Holdings. Mr. Hartman is the sole stockholder of vREIT and, by virtue of such position, has sole voting and investment discretion with respect to the shares held by vREIT. |
| (2) | These shares are held by the Hartman Family Protection Trust (the “Trust”). Mr. and Mrs. Hartman are co- trustees of the Trust and, by virtue of such positions, share voting and investment discretion with respect to the shares held by the Trust. These shares are also included below for Lisa Hartman and the Trust. |
| (3) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 3 of 11 |
| 1 | Names of Reporting Persons
Hartman Family Protection Trust | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: U.S.A | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 2,813,7324 | |||
| 8 | Shared Voting Power: 0 | ||||
| 9 | Sole Dispositive Power: 2,813,7324 | ||||
| 10 | Shared Dispositive Power: 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,813,732 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 8.1%5 | ||||
| 14 | Type of Reporting Person: OO | ||||
Notes:
| (4) | The shares are owned by the Trust. Allen R. Hartman and Lisa Hartman are co- trustees of the Trust and, by virtue of such positions, share voting and investment discretion with respect to the shares held by the Trust. These shares are also included above for Mr. Hartman and below for Lisa Hartman. |
| (5) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 4 of 11 |
| 1 | Names of Reporting Persons
Hartman XX Holdings, Inc. | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: Texas, U.S.A. | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 19,0006 | |||
| 8 | Shared Voting Power: 0 | ||||
| 9 | Sole Dispositive Power: 19,0006 | ||||
| 10 | Shared Dispositive Power: 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 19,000 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 0.1%7 | ||||
| 14 | Type of Reporting Person: CO | ||||
Notes:
| (6) | The shares are owned by Holdings. Allen R. Hartman is the sole stockholder of Holdings and, by virtue of such position, has sole voting and investment discretion with respect to shares owned by Holdings. These shares are also included above for Mr. Hartman. |
| (7) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 5 of 11 |
| 1 | Names of Reporting Persons
Hartman vREIT XXI, Inc. | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: Maryland, U.S.A. | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 1,198,2288 | |||
| 8 | Shared Voting Power: 0 | ||||
| 9 | Sole Dispositive Power: 1,198,2288 | ||||
| 10 | Shared Dispositive Power: 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,198,228 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 3.4%9 | ||||
| 14 | Type of Reporting Person: CO | ||||
Notes:
| (8) | The shares are owned by vREIT. Allen R. Hartman is the Executive Chairman and Chief Executive Officer of vREIT and, by virtue of such positions, has sole voting and investment discretion with respect to shares owned by vREIT. These shares are also included above for Mr. Hartman. |
| (9) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 6 of 11 |
| 1 | Names of Reporting Persons
Lisa Hartman | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: PF | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: U.S.A | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 3,42010 | |||
| 8 | Shared Voting Power: 2,813,73211 | ||||
| 9 | Sole Dispositive Power: 3,42010 | ||||
| 10 | Shared Dispositive Power: 2,813,73211 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,817,152 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 8.1%12 | ||||
| 14 | Type of Reporting Person: IN | ||||
Notes:
| (10) | The shares are owned by the Reporting Person, who is the spouse of Allen R. Hartman. By virtue of such relationship, Mr. Hartman and Mrs. Hartman may be deemed to share voting and/or investment discretion with respect to such shares. |
| (11) | These shares are held by the Trust. Mr. and Mrs. Hartman are co- trustees of the Trust and, by virtue of such positions, share voting and investment discretion with respect to the shares held by the Trust. These shares are also included above for Mr. Hartman and the Trust. |
| (12) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 7 of 11 |
| 1 | Names of Reporting Persons
Charlotte Hartman | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: U.S.A | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 91,430 | |||
| 8 | Shared Voting Power: 0 | ||||
| 9 | Sole Dispositive Power: 91,430 | ||||
| 10 | Shared Dispositive Power: 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 91,430 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 0.3%13 | ||||
| 14 | Type of Reporting Person: IN | ||||
Notes:
| (13) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 8 of 11 |
| 1 | Names of Reporting Persons
Victoria Hartman Massey | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: U.S.A | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 91,430 | |||
| 8 | Shared Voting Power: 0 | ||||
| 9 | Sole Dispositive Power: 91,430 | ||||
| 10 | Shared Dispositive Power: 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 91,430 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 0.3%14 | ||||
| 14 | Type of Reporting Person: IN | ||||
Notes:
| (14) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| CUSIP No. N/A | 13D | Page 9 of 11 |
| 1 | Names of Reporting Persons
Margaret Hartman | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) þ | |||||
| (b) ¨ | |||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds: OO | ||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ¨ | |||
| 6 | Citizenship or Place of Organization: U.S.A | ||||
Number of Shares Owned by Each Reporting Person With | 7 | Sole Voting Power: 441,359 | |||
| 8 | Shared Voting Power: 0 | ||||
| 9 | Sole Dispositive Power: 441,359 | ||||
| 10 | Shared Dispositive Power: 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 441,359 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: | ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11): 1.3%15 | ||||
| 14 | Type of Reporting Person: IN | ||||
Notes:
| (15) | The percentage is based on 34,894,496 outstanding shares of common stock of the issuer, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| Page 10 of 11 |
This Amendment No. 2 on Schedule 13D/A amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the undersigned on October 17, 2023, as previously amended on October 24, 2023 (as amended, the “Schedule 13D”), in respect of the common stock, par value $.001 per share, of Silver Star Properties REIT, Inc. (“Silver Star”).
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to disclose that, on November 22, 2023, Allen R. Hartman and Hartman vREIT XXI, Inc. (collectively, the “Plaintiffs”) filed a Second Amended Complaint for Declaratory and Preliminary and Permanent Injunctive Relief (the “Second Amended Complaint”) in the Circuit Court for Baltimore City, Maryland (Case No. 24C23003722) against Silver Star and the Executive Committee of its Board of Directors (collectively, the “Defendants”). The Second Amended Complaint adds a fourth count (styled as Count I) pursuant to which the Plaintiffs have asked the court to compel the Defendants to comply with Section 15.2(a) of the Third Amended and Restated Articles of Incorporation of Silver Star, as corrected, by liquidating Silver Star’s assets. Section 15.2(a) requires Silver Star to begin the process of liquidating its assets if, within 10 years of the termination of its initial public offering, Silver Star’s Board of Directors (the “Board”) has not caused Silver Star’s common stock to be listed or quoted for trading on an established securities exchange unless the Board has obtained the approval of a majority of Silver Star’s stockholders to defer the liquidation or approve an alternate strategy. In its periodic reports filed with the SEC, Silver Star has disclosed that its initial public offering terminated on April 25, 2013. As of April 25, 2023, the shares of Silver Star’s common stock were not listed or quoted for trading on an established securities exchange and the Board had not obtained the approval of a majority of Silver Star’s stockholders to defer the liquidation or approve an alternate strategy.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following exhibit:
| Exhibit No. | Description |
| 99.3 | Second Amended Complaint in the Maryland Litigation (filed herewith). |
| Page 11 of 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: November 29, 2023 | /s/ Allen R. Hartman | |
| Allen R. Hartman | ||
| Dated: November 29, 2023 | HARTMAN FAMILY PROTECTION TRUST | |
| By: | /s/ Allen R. Hartman | |
| Name: | Allen R. Hartman | |
| Title: | Trustee | |
| Dated: November 29, 2023 | HARTMAN XX HOLDINGS, INC. | |
| By: | /s/ Allen R. Hartman | |
| Name: | Allen R. Hartman | |
| Title: | President | |
| Dated: November 29, 2023 | HARTMAN vREIT, INC. | |
| By: | /s/ Allen R. Hartman | |
| Name: | Allen R. Hartman | |
| Title: | Executive Chairman and CEO | |
| Dated: November 29, 2023 | /s/ Lisa Hartman | |
| Lisa Hartman | ||
| Dated: November 29, 2023 | /s/ Charlotte Hartman | |
| Charlotte Hartman | ||
| Dated: November 29, 2023 | /s/ Victoria Hartman Massey | |
| Victoria Hartman Massey | ||
| Dated: November 29, 2023 | /s/ Margaret Hartman | |
| Margaret Hartman | ||