| (a) | This Schedule 13D is filed by: (i) The R. Blair Thomas 2010 Irrevocable Trust (the “Trust”); (ii) R. Blair Thomas, a citizen of the United States of America ("Mr. Thomas"); and (iii) Randall S. Wade, a citizen of the United States of America ("Mr. Wade" and together with the Trust and Mr. Thomas, the the “Reporting Persons”). |
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| (b) | The principal business address of each of the Reporting Persons is 1700 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006. |
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| (c) | The principal business of EIG is to invest in securities. The principal occupation of Messrs. Thomas and Wade are Investment Committee members of the Issuer. |
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| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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| (e) | None of the Reporting 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 violations with respect to such laws. |
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| (f) | Messrs. Thomas and Wade are citizens of the United States of America. |
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Item 3. | | Source and Amound of Funds. |
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| The Reporting Persons used approximately $257,000.00 (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Schedule 13D. |
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Item 4. | | Purposes of Transaction. |
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| The Reporting Persons acquired the Common Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer. The Reporting Persons acquired the Common Shares because they believed that the Common Shares reported herein, when purchased, represented an attractive investment opportunity. |
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| Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Shares reported herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management, the Board of Trustees, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning matters with respect to the Reporting Persons' investment in the Common Shares, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board of Trustees, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Shares or selling some or all of their Common Shares, engaging in hedging or similar transactions with respect to the Common Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. |
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Item 5. | | Interest in Securities of the Issuer. |
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| Immediately following the transactions described herein, the Reporting Persons may be deemed to beneficially own in the aggregate 10,280 shares of Common Shares, representing 25.7% of the total issued and outstanding shares of Common Shares. All percentages set forth in this statement on Schedule 13D are based upon the 39,983 shares of Common Shares issued and outstanding as of the date hereof. |
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| As of the date hereof of, The R. Blair Thomas 2010 Irrevocable Trust and Mr. Wade are each the direct owners of 4,000 Common Shares. Further, as a result of his relationship with The R. Blair Thomas 2010 Irrevocable Trust, Mr. Blair may be deemed to have shared voting, investment and/or dispositive power with respect to the 4,000 Common Shares held directly by The R. Blair Thomas 2010 Irrevocable Trust. Additionally, as a result of their relationship to EIG Separate Investments, LP, each of The R. Blair Thomas 2010 Irrevocable Trust and Messrs. Blair and Wade may be deemed to have shared voting, investment and/or dispositive power with respect to the 2,280 Common Shares held directly by EIG Separate Investments, LP. |
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| Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than to the extent such Reporting Persons directly holds Common Shares reported on this Schedule 13D) is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion of presumption that it and the other persons on whose behalf this statement is filed constitute a “group.” |
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Item 6. | | Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. |
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| Except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) with respect to securities of the Issuer. |
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Item 7. | | Materials to Be Filed as Exhibits. |
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| Joint Filing Agreement, dated February 22, 2016. |