SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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Maui Land & Pineapple Company, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
577345101 (CUSIP Number) |
John M. Sabin, CFO Case Family Office, 1717 Rhode Island Avenue, N.W., 10th Fl. Washington, DC, 20036 202-776-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/13/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 577345101 |
1 |
Name of reporting person
Stephen M. Case | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
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
11,977,166.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
61.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock | |
(b) | Name of Issuer:
Maui Land & Pineapple Company, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
500 Office Road, Lahaina, Maui,
HAWAII
, 96761. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment No. 7" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on September 8, 1999, and amended on September 4, 2003, November 22, 2005, March 6, 2007, February 3, 2009, July, 30, 2010 and August 4, 2010 (as amended, the "Statement") by the Reporting Person. Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Rows 11 and 13 of the Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person and are incorporated by reference. The percentage set forth in row 13 is based upon 19,631,630 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024. | |
(b) | Rows 7 through 10 of the Reporting Person's cover page to this Schedule 13D sets forth the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. | |
(c) | Except as set forth herein, the Reporting Person has not effected any transactions with respect to the securities of the Issuer during the past sixty days. | |
(d) | Mr. Case is the sole Trustee of the Trust and has the right to receive or the power to direct the receipt of dividends from the sale of Common Stock held by the Trust. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby amended as follows:
On March 13, 2025, Mr. Case, in his individual capacity and as sole Trustee of the Trust, entered into a Revolving Credit Agreement (the "Credit Agreement") with First Hawaiian Bank, a Hawaii corporation (the "Lender"). The Credit Agreement provides for the potential borrowing of up to a total of $15 million during the three year term of the agreement. The Credit Agreement charges interest at a variable rate, and provides for repayment of borrowed amounts at the end of the three year term. The Credit Agreement permits prepayments of principal without penalty. The obligations under the Credit Agreement are secured by the pledge of an aggregate of 3,000,000 shares of Common Stock of the Issuer owned by the Trust. In prior years, Mr. Case had pledged 11,814,012 shares to a different lender. The shares that remain pledged to this different lender are now 5,993,750 shares. The 3,000,000 shares pledged to the Lender represent a portion of such previously pledged shares. Pursuant to the terms of the Credit Agreement, a margin call may only be triggered in the event that the loan-to-value ratio set forth in the Credit Agreement is not maintained. As is customary with collateralized loan agreements, upon the occurrence of certain events of default, the Lender may exercise its rights with respect to the collateral.
A copy of the Security Agreement, dated as of March 13, 2025, by and among the parties to the Credit Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
A copy of the security agreement, dated as of June 30, 2022, with the Bank of Hawaii is attached hereto as Exhibit 99.2 and incorporated herein by reference. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Security Agreement
Exhibit 99.2 Security Agreement |
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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