Amended Statement of Beneficial Ownership (sc 13d/a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D   Under the Securities Exchange Act of 1934*   (Amendment No. 7)

Five Oaks Investment Corp.

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(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

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(Title of Class of Securities)

33830W106
(CUSIP Number)

Matthew J. Murabito, Esq.

General Counsel

XL Group Investments LLC

200 Liberty Street, 22 ^nd Floor

New York, New York 10281

[phone]

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With a copy to:

Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
[phone]

June 15, 2017

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(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).

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SCHEDULE 13D

CUSIP No.  33830W106					Page 2 of 14 pages
1	NAMES OF REPORTING PERSONS   XL Investments Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)						☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 7,794,537
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 7,794,537
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,794,537
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)						☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.61%
14	TYPE OF REPORTING PERSON (See Instructions) CO

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SCHEDULE 13D

CUSIP No.  33830W106					Page 3 of 14 pages
1	NAMES OF REPORTING PERSONS   XL Group Investments Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)						☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 7,794,537
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 7,794,537
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,794,537
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)						☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.61%
14	TYPE OF REPORTING PERSON (See Instructions) CO

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SCHEDULE 13D

CUSIP No.  33830W106					Page 4 of 14 pages
1	NAMES OF REPORTING PERSONS   XL Bermuda Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)						☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 7,804,767
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 7,804,767
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,804,767
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)						☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.65%
14	TYPE OF REPORTING PERSON (See Instructions) CO

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SCHEDULE 13D

CUSIP No.  33830W106					Page 5 of 14 pages
1	NAMES OF REPORTING PERSONS   XL Group Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 7,804,767
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 7,804,767
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,804,767
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)						☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.65%
14	TYPE OF REPORTING PERSON (See Instructions) OO

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Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “ Amendment No. 7 ”) amends the Schedule 13D filed on April 8, 2013 (the “ Original Schedule 13D ”), as previously amended on May 28, 2013 by Amendment No. 1 to Schedule 13D, on February 25, 2014 by Amendment No. 2 to the Schedule 13D, on March 7, 2014 by Amendment No. 3 to the Schedule 13D, on June 24, 2014 by Amendment No. 4 to the Schedule 13D, on July 23, 2014 by Amendment No. 5 to the Schedule 13D and on December 29, 2016 by Amendment No. 6 to the Schedule 13D (the Original Schedule 13D as so amended is collectively referred to herein as the “ Schedule 13D ”).  This Amendment No. 7  relates to the common stock, par value $0.01 per share (“ Common Stock ”), of Five Oaks Investment Corp., a Maryland corporation (the “ Company ”).

This Amendment No. 7 is being filed to reflect the execution by XL Investments of a lock-up agreement dated June 15, 2017 (the “ Lock-Up Letter Agreement ”) in connection with the proposed underwritten sale (the “ Sale ”) by the Company of 4,000,000 shares of Common Stock pursuant to a preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission on June 14, 2017 .  Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 2.            Identity and Background.

The last sentence of Item 2(b) of the Schedule 13D is hereby amended as follows:

The Schedule I filed with this Amendment No. 7 replaces Schedule I to the Schedule 13D in its entirety.

Item 6.            Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented to add thereto the following information:

Pursuant to the Lock-Up Letter Agreement, XL Investments agreed with the representative of the underwriters in connection with the Sale that for 60 days after the date of the prospectus relating to the Sale  (subject to extension in certain circumstances), XL Investments will not, subject to certain exceptions, sell or otherwise transfer any shares of Common Stock without the prior consent of the representatives of the underwriters. A copy of the Lock-Up Letter Agreement is filed as Exhibit 99.10 hereto and incorporated herein by reference.

Item 7.            Material to Be Filed as Exhibits

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Item 7 of the Schedule 13D is hereby amended by addition of the following:

Exhibit 99.10            Lock-Up Letter Agreement, dated as of June 15, 2017, between XL Investments and JMP Securities LLC.

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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:  June 15, 2017	XL INVESTMENTS LTD     By:  /s/ George Bumeder                      Name:  George Bumeder Title:  Authorized Person
Dated:  June 15, 2017	XL GROUP INVESTMENTS LTD     By:  /s/ George Bumeder                       Name:  George Bumeder Title:  Authorized Person
Dated:  June 15, 2017	XL BERMUDA LTD     By:  /s/ George Bumeder                              Name:  George Bumeder Title:  Authorized Person
Dated:  June 15, 2017	XL GROUP INVESTMENTS LLC     By:  /s/ George Bumeder                      Name:  George Bumeder Title:  Authorized Person

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SCHEDULE I

XL Global, Inc. is a wholly owned subsidiary of X.L. America, Inc., which is a wholly owned subsidiary of XL Financial Holdings (Ireland) Limited, which is a wholly owned subsidiary of XL Bermuda.  XLGI LLC is a wholly owned subsidiary of XL Reinsurance America Inc., which is a wholly owned subsidiary of X.L. America, Inc.  XL Bermuda is a wholly owned subsidiary of EXEL Holdings Limited, which is a wholly owned subsidiary of XLIT Ltd., which is a wholly owned subsidiary of XL Group Ltd.

X.L. America, Inc. is organized in Delaware with its principal place of business located at Seaview House, 70 Seaview Avenue, Stamford, CT 06902.  XL Financial Holdings (Ireland) Limited is organized in Ireland with its principal place of business located at XL House, 8 St. Stephen’s Green, Dublin 2, Ireland.  XL Reinsurance America Inc. is organized in New York with its principal place of business located at 70 Seaview Avenue, Stamford, CT 06902.  EXEL Holdings Limited is organized in the Cayman Islands with its principal place of business located c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  XLIT Ltd. is organized in the Cayman Islands with its principal place of business located at O’Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda.  XL Group Ltd is organized in Bermuda with its principal place of business located at O’Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda.

Set forth below is the name, business address, and present principal occupation of each of the executive officers and directors of XL Group Ltd and of each of the Reporting Persons.  Except as otherwise indicated, each such person is a citizen of the United States.

XL Group Ltd

Name	Present Business Address	Present Principal Occupation
Directors:
Robert R. Glauber	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Lecturer, Harvard Kennedy School of Government
Ramani Ayer	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Chairman and CEO of the Hartford Financial Services Group, Inc.

 

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Dale Comey	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Executive Vice President, ITT Corporation
Claus-Michael Dill (citizen of Germany)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former CEO, AXA Group Germany
Edward J. Kelly, III	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Chairman, Citigroup Inc. Institutional Clients Group
Joseph Mauriello	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Deputy Chairman and Chief Operating Officer, KPMG LLP (United States)
Michael McGavick	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	CEO, XL Group Ltd
Eugene M. McQuade	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Vice Chairman, Citigroup
Clayton S. Rose	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	President, Bowdoin College
Anne Stevens	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Chairman, CEO and Principal of SA IT Services
John M. Vereker (citizen of United Kingdom)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Former Governor and Commander-in-Chief, Bermuda

Executive Officers Not Otherwise Listed Above:

 

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Charles Cooper (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Executive, Reinsurance
Susan L. Cross	100 Washington Blvd., Stamford, CT 06902	Executive Vice President and Global Chief Actuary
Kirstin Gould	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Executive Vice President, General Counsel and Secretary
Gregory S. Hendrick	100 Washington Blvd., Stamford, CT 06902	President, Property & Casualty
Myron Hendry	100 Washington Blvd., Stamford, CT 06902	Executive Vice President and Chief Platform Officer
Paul Jardine (citizen of United Kingdom)	20 Gracechurch Street London, EC3V 0BG United Kingdom	Executive Vice President and Chief Experience Officer
Andre Keller (citizen of Switzerland)	200 Liberty Street, 22 nd Floor New York, NY 10281	Executive Vice President and Chief Investment Officer
Kelly Lyles	20 Gracechurch Street London, EC3V 0BG United Kingdom	Chief Executive Client and Country Management
Stephen Robb (citizen of Canada)	100 Washington Blvd., Stamford, CT 06902	Executive Vice President and Chief Financial Officer
Jacob D. Rosengarten	100 Washington Blvd., Stamford, CT 06902	Executive Vice President and Chief Enterprise Risk Officer
Eileen Whelley	100 Washington Blvd., Stamford, CT 06902	Executive Vice President and Chief Human Resources Officer

XL Investments

Name	Present Business Address	Present Principal Occupation
Directors:
Mary Hayward	O’Hara House One Bermudiana Road Hamilton HM 08	Senior Vice President and Head of Fixed Income, XLGI Ltd

 

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	Bermuda
Charles Stanley Lee (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Financial Officer, Insurance, XL Bermuda
Executive Officers Not Otherwise Listed Above:
None

XLGI Ltd

Name	Present Business Address	Present Principal Occupation
Directors:
Mary Hayward	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Senior Vice President and Head of Fixed Income
Charles Stanley Lee (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Financial Officer, Insurance, XL Bermuda
Executive Officers Not Otherwise Listed Above:
None

XL Bermuda

Name	Present Business Address	Present Principal Occupation
Directors:
Mark Berry (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Underwriter International and Specialty
Charles Cooper (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08	Chief Executive, Reinsurance (XL Group Ltd)

 

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	Bermuda
Jonathan Gale (citizen of United Kingdom)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Executive Officer, Reinsurance
Mary Hayward	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Senior Vice President and Head of Fixed Income, XLGI Ltd
Claudette Hodgson (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Financial Officer, Reinsurance
Derrick Irby	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Head of P&C Finance & Group Planning
Matthew Irvine (citizen of United Kingdom)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Underwriting Officer, Professional Liability
Charles Stanley Lee (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Financial Officer, Insurance
Fielding Norton	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Deputy  Chief Enterprise Risk Officer, XL Group Ltd
Patrick D. Tannock (citizen of Bermuda)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Chief Executive Officer, Insurance
Mark Twite (citizen of United Kingdom)	O’Hara House One Bermudiana Road Hamilton HM 08 Bermuda	Head of Reinsurance Finance, Strategic Business Finance & Planning
Executive Officers Not Otherwise Listed Above:

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XLGI LLC

Name	Present Business Address	Present Principal Occupation
Managers:
Thomas Burke	200 Liberty Street, 22 nd Floor New York, NY 10281	Executive Vice President, Head of Hedge Fund Investments
Executive Officers Not Otherwise Listed Above:
W. Steadman Watson, Jr.	200 Liberty Street, 22 nd Floor New York, NY 10281	Executive Vice President, Global Head, Strategy Asset Allocation
Jeffrey Lobo	200 Liberty Street, 22 nd Floor New York, NY 10281	Senior Vice President, Head of Market Risk Management
David Czerniecki	200 Liberty Street, 22 nd Floor New York, NY 10281	Senior Vice President, Senior Portfolio Manager
Matthew Murabito	200 Liberty Street, 22 nd Floor New York, NY 10281	General Counsel and Secretary
George Bumeder	200 Liberty Street, 22 nd Floor New York, NY 10281	Senior Vice President, Investment Manager Business and Alternatives