UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GENERATION INCOME PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37149D204
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
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1
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NAME OF REPORTING PERSONS
David Sobelman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
156,383.65
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
156,383.65
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,383.65
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*Percent of class is calculated based on 5,248,171 shares of Common Stock of the Issuer outstanding as of January 31, 2024, and includes 2,586 shares issuable upon the exchange of common units held by the
Reporting Person in Generation Income Properties, L.P.
| Item 1(a). |
Name of Issuer:
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Generation Income Properties, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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401 East Jackson Street, Suite 3300, Tampa, Florida 33602.
| Item 2(a). |
Name of Person Filing:
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David Sobelman.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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401 East Jackson Street, Suite 3300, Tampa, Florida 33602.
David Sobelman is a citizen of the United States.
| Item 2(d). |
Title of Class of Securities:
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Common Stock
37149D204
| Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(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: ____
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(a) |
Amount Beneficially Owned: 135,017.65 shares of common stock.
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(b) |
Percent of Class: 3.0% (Percent of class is calculated based on 5,248,171 shares of Common Stock of the Issuer outstanding as of January 31, 2024, and includes 2,586 shares issuable upon the exchange of common
units held by the Reporting Person in Generation Income Properties, L.P.).
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(c) |
Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 156,383.65
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of: 156,383.65
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(iv)
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shared power to dispose or to direct the disposition of: 0
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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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 five percent
of the class of securities, check the following: ☒
Subsequent to December 31, 2023, but prior to the filing of this Schedule 13G/A, the Issuer issued shares of Common Stock in redemption of all of its issued and outstanding Series
A Preferred Stock (the “Redemption”). As a result of the Redemption and related issuance of shares of Common Stock by the Issuer, the reporting person ceased to be the beneficial owner of more than five percent of outstanding Common Stock of the
Issuer.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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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:
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Not Applicable
| Item 8. |
Identification and Classification of Members of the Group:
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Not Applicable
| Item 9. |
Notice of Dissolution of Group:
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Not Applicable
Not Applicable
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.
Date: February 14, 2024
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DAVID SOBELMAN
/s/ David Sobelman
David Sobelman
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