| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2017 | 3. Issuer Name and Ticker or Trading Symbol Sachem Capital Corp. [ SACH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares, $.001 par value per share | 1,085,000 | D | |
| Common Shares, $.001 par value per share | 315,757 | I | By Sachem Capital Partners, LLC(1)(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. On February 8, 2017, Sachem Capital Partners, LLC ("SCP") acquired 6,283,237 common shares (the "SCP Shares") of the issuer in an "Exchange" transaction as described in the Issuer's final prospectus dated February 9, 2017 (the "Prospectus"). JJV, LLC("JJV") is the manager of SCP and the reporting person is a managing member of JJV. All 6,283,237 common shares are expected to be distributed pro rata to the members of SCP in full liquidation of their membership interests in SCP, as soon as practicable after the consummation of the initial public offering contemplated by the Prospectus. |
| 2. Upon distribution of the SCP Shares, the reporting person will receive 68,223 common shares in exchange for his membership interest in SCP; the reporting person's spouse will receive 6,815 common shares; and JJV will receive 240,719 common shares (the "JJV Shares"). The reporting person disclaims beneficial ownership of the JJV Shares except to the extent of his pecuniary interest therein. The reporting person disclaims beneficial ownership of the remaining SCP Shares. |
| /s/ John L. Villano | 02/14/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
