Form SCHEDULE 13D/A Scully Royalty Ltd. Filed by: KELLOGG PETER R
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Scully Royalty Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
(CUSIP Number) |
IAT Reinsurance Company Ltd. Attn: David Pirrung, 4200 Six Forks Road, Suite 1400 Raleigh, NC, 27609 (919) 833-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/14/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Peter R. Kellogg | ||||||||
| 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)
PF | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,400,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Charles K. Kellogg | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,586,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Goose Creek Capital, Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WYOMING
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,416,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 81-4619377
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
IAT Reinsurance Company 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,216,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 98-0121674
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
IAT Insurance Group, Inc. | ||||||||
| 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)
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
NORTH CAROLINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,122,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 56-1171691
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Harco National Insurance Company | ||||||||
| 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)
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
ILLINOIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,122,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-6108721
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Scully Royalty Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Room 2103 Shanghai Mart Tower, 2299 Yan An Road West,Changning District, Shanghai,
CHINA
, 200336. | |
Item 1 Comment:
EXPLANATORY NOTE:
This Amendment No. 6 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D previously filed by the Reporting Persons (the "Schedule 13D," as amended and supplemented from time to time) with respect to the common shares, US$0.001 par value per share (the "Shares"), of Scully Royalty Ltd. (the "Issuer"), to amend certain information previously reported by the Reporting Persons in the Schedule 13D by adding the information set forth below to the items indicated. Except as expressly set forth herein, all information in the Schedule 13D, as previously amended, remains unchanged and is incorporated herein by reference.
Neil Subin, MILFAM LLC and certain of their affiliates (collectively, "MILFAM" and together with the Reporting Persons, the "Reporting Group") are jointly filing a separate Amendment No. 8 to Schedule 13D on the date hereof reporting their respective beneficial ownership of common shares of the Issuer (the "MILFAM Schedule 13D"). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
On September 14, 2026, certain members of the Reporting Group delivered a Notice of Requisition for Extraordinary General Meeting (the "Requisition Notice") to the Issuer pursuant to Article 16.3 of the Amended and Restated Articles of Association of the Company adopted by special resolution dated July 12, 2017 (the "Articles"). Pursuant to the Articles and the Requisition Notice, the Issuer is required to proceed to convene an extraordinary general meeting of the members of the Issuer ("EGM") for the purposes of considering, and if thought fit, passing ordinary resolutions appointing each of Jerrod Freund, Mark Holliday, Nimesh Patel and Skyler Wichers (the "Director Nominees") as a Director of the Issuer, succeeding Michael J. Smith, Dr. Shuming Zhao, Silke S. Stenger and Jochen Dumler (the "Incumbent Directors"), respectively, and, in the event that such ordinary resolutions are later determined for any reason to be ineffective, members of the Issuer are also asked to vote on special resolutions removing each of the Incumbent Directors and any Director of the Issuer appointed by the Incumbent Directors between the date of the Requisition Notice and the conclusion of the EGM and ordinary resolutions appointing each of the Director Nominees. | ||
| 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.
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