Edgar Filing: AMREP CORP.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

AMREP CORPORATION

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

032159105

(CUSIP Number)

December 23, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

CUSIP No. 032159105					13G	Page 2 of 9 Pages
	1.	NAMES OF REPORTING PERSONS Poplar Point Capital Management LLC

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
		(b) ¨

	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	NUMBER OF		5.	SOLE VOTING POWER 0
	SHARES
	BENEFICIALLY
	OWNED BY		6.	SHARED VOTING POWER 403,292
	EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER 0
	PERSON WITH
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0%
	12.	TYPE OF REPORTING PERSON (See Instructions) IA; HC

CUSIP No. 032159105					13G	Page 3 of 9 Pages
	1.	NAMES OF REPORTING PERSONS Poplar Point Capital Partners LP

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
		(b) ¨

	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	NUMBER OF		5.	SOLE VOTING POWER 0
	SHARES
	BENEFICIALLY
	OWNED BY		6.	SHARED VOTING POWER 403,292
	EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER 0
	PERSON WITH
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0%
	12.	TYPE OF REPORTING PERSON (See Instructions) PN; HC

CUSIP No. 032159105					13G	Page 4 of 9 Pages
	1.	NAMES OF REPORTING PERSONS Poplar Point Capital GP LLC

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
		(b) ¨

	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	NUMBER OF		5.	SOLE VOTING POWER 0
	SHARES
	BENEFICIALLY
	OWNED BY		6.	SHARED VOTING POWER 403,292
	EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER 0
	PERSON WITH
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0%
	12.	TYPE OF REPORTING PERSON (See Instructions) HC

CUSIP No. 032159105					13G	Page 5 of 9 Pages
	1.	NAMES OF REPORTING PERSONS Jad Fakhry

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
		(b) ¨

	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
	NUMBER OF		5.	SOLE VOTING POWER 0
	SHARES
	BENEFICIALLY
	OWNED BY		6.	SHARED VOTING POWER 403,292
	EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER 0
	PERSON WITH
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0%
	12.	TYPE OF REPORTING PERSON (See Instructions) IN; HC

CUSIP No. 032159105

13G

Page 6 of 9 Pages

Item 1(a).

Name of Issuer.

AMREP Corporation

Item 1(b).

Address of Issuer's Principal Executive Offices:

300 Alexander Park, Suite 204, Princenton, NJ 08540

Item 2(a).

Name of Person Filing:

This Schedule 13G is being jointly filed by Poplar Point Capital Management LLC (“PPCM”), Poplar Point Capital Partners LP (“PPCP”), Poplar Point Capital GP LLC (“PPCGP”), and Mr. Jad Fakhry (collectively with PPCM, PPCP and PPCGP, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by PPCP.

PPCM is the investment manager for PPCP. PPCGP is the general partner of PPCP. Mr. Fakhry is the manager of PPCM and PPCGP, and owns a controlling interest in, PPCM and PPCGP.

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

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 c/o Poplar Point Capital Management LLC, 840 Hinckley Road, Suite 250, Burlingame, CA 94010.

Item 2(c).

Citizenship:

Each of PPCM and PPCGP is organized as a limited liability company under the laws of the State of Delaware. PPCP is organized as a limited partnership under the laws of the State of Delaware. Mr. Fakhry is a U.S. citizen.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number.

032159105

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:

(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)

x 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);

CUSIP No. 032159105

13G

Page 7 of 9 Pages

(g)

¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(15 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 (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-113d-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: __________________

Item 4.

Ownership.

Poplar Point Capital Management LLC

(a)

PPCM may be deemed to beneficially own 403,292 shares of Common Stock.

(b)

The number of shares PPCM may be deemed to beneficially own constitutes approximately 5.0% of the Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 403,292

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 403,292

Poplar Point Capital Partners LP

(a)

PPCP may be deemed to beneficially own 403,292 shares of Common Stock.

(b)

The number of shares PPCP may be deemed to beneficially own constitutes approximately 5.0% of the Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 403,292

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 403,292

Poplar Point Capital GP LLC

(a)

PPCGP may be deemed to beneficially own 403,292 shares of Common Stock.

(b)

The number of shares PPCGP may be deemed to beneficially own constitutes approximately 5.0% of the Common Stock outstanding.

CUSIP No. 032159105

13G

Page 8 of 9 Pages

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 403,292

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 403,292

Jad Fakhry

(a)

Fakhry may be deemed to beneficially own 403,292 shares of Common Stock.

(b)

The number of shares Fakhry may be deemed to beneficially own constitutes approximately 5.0% of the Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 403,292

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 403,292

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 [ ].

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 or Control Person

See Item 2 above

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

CUSIP No. 032159105

13G

Page 9 of 9 Pages

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.

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.

Dated this 28th day of December, 2015	POPLAR POINT CAPITAL MANAGEMENT LLC


	By:	/s/ Jad Fakhry
		Jad Fakhry, Manager


	POPLAR POINT CAPITAL PARTNERS LP


	By:	Poplar Point Capital GP LLC
		its General Partner


	By:	/s/ Jad Fakhry
		Jad Fakhry, Manager


	POPLAR POINT CAPITAL GP LLC


	By:	/s/ Jad Fakhry
		Jad Fakhry, Manager


	/s/ Jad Fakhry
	JAD FAKHRY, an individual