SC 13G/A: Sotherly Hotels Inc.

AI Summary

SC 13G/A filing by Sotherly Hotels Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• eps11292.htm (SC 13G/A) — 60KB
• 0001171520-24-000198.txt ( ) — 62KB

(a) Name of Issuer

Item 1(a) Name of Issuer: Sotherly Hotels Inc. (the " Issuer ")

(b) Address of Issuer's Principal Executive Offices

Item 1(b) Address of Issuer's Principal Executive Offices: 306 South Henry Street, Suite 100, Williamsburg, Virginia 23185

(a) Name of Person Filing

Item 2(a) Name of Person Filing: This statement is jointly filed by and on behalf of Rollins Capital Partners, LP (" RCP "), Rollins Capital LLC (" RC "), Rollins Capital Management LLC (" RCM ") and John A. Wright (" Mr. Wright " and, together with RCP, RC and RCM, collectively, the " Reporting Persons "). The Reporting Persons have entered into a Joint Filing Agreement, dated December 29, 2023, a copy of which is filed with this Schedule 13G as Exhibit 99.1 , pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b) Address of Principal Business Office or, if none, Residence

Item 2(b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of each of the Reporting Persons is 600 Congress Street, 14 th Floor, Austin, Texas 78701.

(c) Citizenship

Item 2(c) Citizenship: RCP is organized as a limited partnership under the laws of the State of Delaware. RC is organized as a limited liability company under the laws of the State of Delaware. RCM is organized as a limited liability company under the laws of the State of Delaware. Mr. Wright is a citizen of the United States.

(d) Title of Class of Securities

Item 2(d) Title of Class of Securities: Common Stock, par value $0.01 per share (the " Common Stock ")

(e) CUSIP Number

Item 2(e) CUSIP Number: 83600C103 CUSIP No. 83600C103 Page 7 of 10 pages Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n): (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Item 4. Ownership The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. RCP is the direct beneficial owner of the shares of Common Stock covered by this statement. RCM is the investment manager of RCP and may be deemed to have indirect beneficial ownership of securities owned by RCP. RC is the general partner of RCP and may be deemed to have indirect beneficial ownership of securities owned by RCP. Mr. Wright is the sole managing member of each of RC and RCM and may be deemed to have indirect beneficial ownership of securities owned by RC and RCM. The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein. CUSIP No. 83600C103 Page 8 of 10 pages

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following.[ ]

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group Not Applicable

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group Not Applicable

Certification

Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. [ Signature Page Follows ] CUSIP No. 83600C103 Page 9 of 10 pages

SIGNATURES

SIGNATURES 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. Dated: May 10, 2024 ROLLINS CAPITAL PARTNERS, LP By: Rollins Capital LLC Its: General Partner By: /s/ John A. Wright Name: John A. Wright Title: Sole Managing Member ROLLINS CAPITAL LLC By: /s/ John A. Wright Name: John A. Wright Title: Sole Managing Member ROLLINS CAPITAL MANAGEMENT LLC By: /s/ John A. Wright Name: John A. Wright Title: Sole Managing Member JOHN A. WRIGHT /s/ John A. Wright CUSIP No. 83600C103 Page 10 of 10 pages Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 10, 2024 ROLLINS CAPITAL PARTNERS, LP By: Rollins Capital LLC Its: General Partner By: /s/ John A. Wright Name: John A. Wright Title: Sole Managing Member ROLLINS CAPITAL LLC By: /s/ John A. Wright Name: John A. Wright Title: Sole Managing Member ROLLINS CAPITAL MANAGEMENT LLC By: /s/ John A. Wright Name: John A. Wright Title: Sole Managing Member JOHN A. WRIGHT /s/ John A. Wright

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