SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): July 22, 2020
Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
1301 Municipal Way, Suite 200
Grapevine, Texas 76051
(Address of Principal Executive Offices)
(Registrant’s telephone number,
including area code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
|¨||Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
|¨||Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|¨||Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 210.14d-2(b))
|¨||Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
|Title of each class
||Name of each exchange on which registered|
|Common shares of beneficial interest
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
July 22, 2020, United Development Funding IV, a Maryland real estate investment trust (the “Trust”), by resolution
of its Board of Trustees (the “Board”), elected to be subject to Section 3-803 of the Maryland General Corporation
Law (the “MGCL”). In accordance with the MGCL, the Trust will file articles supplementary (the “Articles
Supplementary”) effectuating the Trust’s election to be subject to Section 3-803 of the MGCL with the State Department
of Assessments and Taxation of Maryland.
a result of the Trust’s election to be subject to Section 3-803 of the MGCL, the Board will be classified into three separate
classes of trustees, with trustees in each class generally serving three-year terms. The term of the Class I trustee shall continue
until the first annual meeting of shareholders after the date on which the Trust becomes subject to Section 3-803 of the MGCL and
until his successor is elected and qualifies. The Class I trustee is Hollis M. Greenlaw. The term of the Class II trustees shall
continue until the second annual meeting of shareholders after the date on which the Trust becomes subject to Section 3-803 of
the MGCL and until their successors are elected and qualify. The Class II trustees are Lawrence Jones and Phillip K. Marshall.
The term of the Class III trustees shall continue until the third annual meeting of shareholders after the date on which the Trust
becomes subject to Section 3-803 of the MGCL and until their successors are elected and qualify. The Class III trustees are J.
Heath Malone and Steven J. Finkle.
summary is subject to and qualified in its entirety by reference to the text of the Articles Supplementary, which is included as
Exhibit 3.1.1 to this filing and is incorporated in this Item 5.03 by reference.
July 22, 2020, the Board approved the Second Amended and Restated Bylaws of the Trust (the “Second Amended and Restated
Bylaws”). The following summary of the Second Amended and Restated Bylaws is subject to and qualified in its entirety
by reference to the text of the Second Amended and Restated Bylaws, which is included as Exhibit 3.1.2 to this filing and
is incorporated in this Item 5.03 by reference.
may only propose trustee nominees if the shareholder is a “Qualified Shareholder.”
A shareholder is a “Qualified Shareholder”
if neither such shareholder nor (i) anyone acting in concert with such shareholder, (ii) any beneficial owner of the Trust shares
owned by such shareholder or (iii) anyone that directly, or indirectly controls, is controlled by or is under common control with
such shareholder: (a) is a party adverse to the Trust or its subsidiaries in material legal proceedings, (b) has, or within the
last five years has had, a Short Interest (as defined in the Second Amended and Restated Bylaws) or (c) is, or within the last
five years has been, an employee, officer, director, manager, general partner or trustee of a person that is, or within the last
5 years has been, involved in a bankruptcy or insolvency proceeding as a debtor or had a receiver appointed by a court for its
business or property.
“Short Interest” is any direct or indirect participation in a hedging, derivative or other transaction, or any other
agreement, arrangement, understanding or relationship, the effect or intent of which is to provide, directly or indirectly, the
opportunity to profit or share in any profit derived from any decrease in the price or value of any Trust shares.
of Independent Trustees
Shareholders may only propose trustee nominees
if the nominee is an Independent Trustee (as defined in the Second Amended and Restated Bylaws).
Independent Trustee: (i) is not an employee of UMTH General Services, L.P. (“UMTH”) or involved in the Trust’s
day to day activities, (ii) meets Nasdaq Stock Market, LLC’s (“Nasdaq”) requirements for an independent
Trustee (not including the requirements applicable only to the Trust’s Audit Committee members) regardless of whether the
Trust’s shares are listed on Nasdaq, (iii) is not a party adverse to the Trust or its subsidiaries in material legal proceedings
or an employee, officer, director, manager, general partner, trustee or affiliate of such a party and (iv) does not have, and within
the last five years has not had or been an employee, officer, director, manager or trustee of a person that has, or within the
last five years has had, a Short Interest.
Board must always have at least four trustees or, if greater, the minimum number required by Maryland law.
If the Trust’s Advisory Agreement
with UMTH is in effect, the Board must include at least one individual designated for nomination by UMTH as a “Managing Trustee.”
Managing Trustee will not be an Independent Trustee. A Managing Trustee must have been an employee of UMTH or involved in the day
to day activities of the Trust for at least one year. If the number of Trustees is increased, at least 20% of the Board must include
Managing Trustees designated by UMTH. Hollis M. Greenlaw is the current Managing Trustee.
If the Trust’s Advisory Agreement
with UMTH is in effect, the Board must include at least three Independent Trustees.
the number of Trustees is increased, the number of Independent Trustees must represent not less than a majority of the Board. Only
an Independent Trustee is eligible for election as a successor to an Independent Trustee. The current Independent Trustees are
Phillip K. Marshall, J. Heath Malone, Steven J. Finkle and Lawrence Jones.
Release of Claims
settlement, waiver or release by the Trust of material claims or rights in any legal proceeding must be approved by a majority
of the disinterested trustees. A trustee is disinterested if neither he nor the shareholder that nominated him, if applicable,
has any direct or indirect material interest in such legal proceeding (other than as a Trust shareholder).
9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: July 22, 2020
||United Development Funding IV|
||/s/ Hollis M. Greenlaw|
||Hollis M. Greenlaw|
Chief Executive Officer