UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(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)

(Amendment No. 4)¹

Nam Tai Property Inc.

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

G63907102

(CUSIP Number)

Brian L. Sheehy

IsZo Capital Management LP

590 Madison Avenue, 21^st Floor

New York, New York 10022

(646) 775-4934

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 19, 2020

(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.

1              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).

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On October 19, 2020, IsZo issued a press release announcing that it had commenced legal proceedings against the Issuer, Kaisa Group Holdings Limited’s wholly-owned subsidiary Greater Sail Limited (“Kaisa-Greater Sail”) and West Ridge Investment Company Limited (“West Ridge”) in the Eastern Caribbean Supreme Court (the “Court”). IsZo’s action seeks to invalidate the Issuer’s $170 million private placement that distributed 16,051,219 Shares to Kaisa-Greater Sail and 2,603,366 Shares to West Ridge, which equated to approximately 47.6% of the Issuer’s outstanding Shares on a pre-issuance basis, and an order requiring the Issuer to convene the meeting of members that was requisitioned by approximately 40% of the outstanding Shares on September 11, 2020. IsZo noted that on October 14, 2020, the Court had granted IsZo’s request for injunctions designed to protect shareholders as the legality of the transaction is contested. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On October 19, 2020, the Court held a further hearing on the matter and accepted binding undertakings from the Issuer continuing the preservation of the position and ordered an expedited trial to commence on January 29, 2021.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 39,197,991 Shares outstanding as of October 2, 2020, which is the total number of Shares outstanding immediately prior to the disputed private placement, as reported in Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 5, 2020.

As of the date hereof, IsZo LP beneficially owned 3,892,385 Shares, constituting approximately 9.9% of the Shares outstanding.

IsZo GP, as the general partner of IsZo LP, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 9.9% of the Shares outstanding. IsZo Capital, as the investment manager of IsZo LP, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 9.9% of the Shares outstanding. IsZo Management, as the general partner of IsZo Capital, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 9.9% of the Shares outstanding. Mr. Sheehy, as the managing member of IsZo GP and the President and sole director of IsZo Management, may be deemed to beneficially own the 3,892,385 Shares owned by IsZo LP, constituting approximately 9.9% of the Shares outstanding.

As of the date hereof, Mses. Delano and Poskon and Messrs. Cricenti, Hu, Leung and Tuder did not beneficially own any Shares, constituting 0% of the Shares outstanding.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own.

(c)       There have been no transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 19, 2020

Exhibit 99.1

IsZo Capital Files Lawsuit Against Nam Tai and the Participants in the Company’s $170 Million Private Placement

Announces it has Filed an Action Seeking to Invalidate Nam Tai’s Dilutive Private Placement and Secure an Order Requiring the Company to Convene the Special Meeting Requisitioned by Holders of ~40% of the Outstanding Shares on September 11^th

Highlights That the Court has Granted IsZo’s Request for an Injunction Designed to Protect Shareholders as the Legality of the Transaction is Contested

Notes That the Court has Ordered an Initial Hearing on Monday, October 19^th

NEW YORK--(BUSINESS WIRE)--IsZo Capital Management LP (together with its affiliates, “IsZo”), a significant long-term shareholder of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) with beneficial ownership of approximately 9.9% of the Company’s outstanding shares,¹ today announced that it has taken legal action in the Eastern Caribbean Supreme Court (the “Court”) against Nam Tai, Kaisa Group Holdings Limited’s (together with its affiliates, “Kaisa”) (HKG: 1638) wholly-owned subsidiary Greater Sail Limited (“Kaisa-Greater Sail”) and West Ridge Investment Company Limited (“West Ridge”). IsZo’s action comes in response to Nam Tai’s October 5, 2020 announcement of a $170 million private placement that distributed more than 16 million common shares to Kaisa-Greater Sail and more than 2.6 million common shares to West Ridge, which equated to approximately 47.6% of the Company’s outstanding shares on a pre-issuance basis. The Court has granted IsZo’s request for an injunction designed to protect Nam Tai shareholders, which was promptly served on Nam Tai, Kaisa-Greater Sail and West Ridge. In addition, the Court has agreed to hold an initial hearing on Monday, October 19, 2020. In an effort to continue providing shareholders with transparency into our efforts at the Company and address many questions we have received following the announcement of the transaction, IsZo has posted its statement of claim here.

Nam Tai executed its private placement earlier this month rather than proceed with convening a meeting of shareholders (the “Special Meeting”) following IsZo’s delivery on September 11, 2020 of verified requests from holders of approximately 40% of the Company’s outstanding shares – a number far in excess of the 30% threshold required to convene the Special Meeting. The Special Meeting was requisitioned to provide shareholders the opportunity to reconstitute the Company’s Kaisa-dominated Board of Directors (the “Board”) by removing a majority of the incumbent directors and installing six highly-qualified individuals: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder.

¹ Based on the number of shares outstanding immediately prior to the disputed private placement.

Brian Sheehy, IsZo’s founder and managing partner, commented:

“IsZo is pleased that the Court has granted our request for an injunction and quickly scheduled an initial hearing in this important case. We firmly believe that Nam Tai’s private placement represents an egregious entrenchment maneuver intended to strengthen Kaisa’s grip on the Company by preventing a critical mass of shareholders from achieving boardroom change at the Special Meeting. We contend that this brazen maneuver has put scores of investors at risk and contributed to the destruction of approximately $150 million in shareholder value.² Our lawsuit aims to invalidate the transaction and secure an order requiring the Company to promptly convene the Special Meeting, whereat investors can vote to remove those directors seemingly serving Kaisa’s interests and replace them with candidates willing and able to represent the best interests of all shareholders. IsZo will continue using every resource at its disposal to provide Nam Tai’s long-suffering shareholders the opportunity to vote for sorely-needed change at the Special Meeting.”

Mr. Sheehy added:

“It is important to stress that IsZo firmly rejects Nam Tai’s claim that it needed to raise new capital in order to address alleged concerns of lenders regarding a potential change in control of the Board. It is standard practice across the global real estate sector for loans to be secured by physical assets or properties, effectively providing lenders with valuable collateral and security amidst leadership changes and transformative events. Nam Tai has also repeatedly touted its stable financial position and cash flows in public communications in recent months, making it all the more apparent that the true impetus for the private placement was Kaisa’s desire to retain control of the Company in the face of widespread shareholder discontent. We question why respected global advisory firms such as Houlihan Lokey and Latham & Watkins would advise Nam Tai on its execution of this value-destructive transaction that could irreparably harm investors if not invalidated.”

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Shareholders interested in learning more about IsZo’s action and the overall Special Meeting process should contact our solicitor, Saratoga Proxy Consulting, at info@saratogaproxy.com or (212) 257-1311. We also encourage shareholders to learn more about our slate and its strategic vision by visiting www.FixNTP.com.

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² Nam Tai’s share price was $9.39 at the close of trading on October 2, 2020 (the last trading day before the announcement of the private placement) and the Company’s share price was $5.50 at the close of trading on October 15, 2020 (the day IsZo served the injunction on Nam Tai).

Contacts

For Investors:

Saratoga Proxy Consulting LLC

John Ferguson / Joe Mills, 212-257-1311

jferguson@saratogaproxy.com / jmills@saratogaproxy.com

For Media:

Profile

Greg Marose / Charlotte Kiaie, 347-343-2999

gmarose@profileadvisors.com / ckiaie@profileadvisors.com

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