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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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EXP WORLD HOLDINGS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
30212W100 (CUSIP Number) |
James Bramble 2219 Rimland Dr., Suite 301, Bellingham, WA, 98226 360-685-4206 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 30212W100 |
| 1 |
Name of reporting person
Penny Sanford | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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
26,848,293.00 | ||||||||
| 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)
17.35 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on 26,848,293 shares of common stock subject to the Penny L Sanford TTEE Gratitude 2022 Trust dated as of August 26, 2022.
(2) Based on 154,739,281 shares of common stock issued and outstanding as of January 31, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
EXP WORLD HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
2219 Rimland Dr., Suite 301, Bellingham,
WASHINGTON
, 98226. | |
Item 1 Comment:
Until February 24, 2025, Ms. Sanford was a member of a voting group together with Glenn Sanford, pursuant to the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2017 as amended by that certain Amendment No. 1 to Schedule 13D filed on March 8, 2021, as further amended by that certain Amendment No. 2 to Schedule 13D filed on April 23, 2021, as further amended by that certain Amendment No. 3 to Schedule 13D filed on August 24, 2021, as further amended by that certain Amendment No. 4 to Schedule 13D filed on January 25, 2022, as further amended by that certain Amendment No. 5 to Schedule 13D filed on May 9, 2022, as further amended by that certain Amendment No. 6 to Schedule 13D filed on November 2, 2022, as further amended by that certain Amendment No. 7 to Schedule 13D filed on July 31, 2023, as further amended by that certain Amendment No. 8 to Schedule 13D filed on January 12, 2024, as further amended by that certain Amendment No. 9 to Schedule 13D filed on February 19, 2025. This Schedule 13D is being filed to report the termination of the voting group by Mr. Sanford and Ms. Sanford, effective as of February 24, 2025. | ||
| Item 2. | Identity and Background | |
| (a) | This schedule is being filed by Penny Sanford (the "Reporting Person"). | |
| (b) | The principal address for Ms. Sanford is 336 36th Street #734, Bellingham, WA 98225. | |
| (c) | Ms. Sanford is a retired physical therapist. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. | |
| (f) | The Reporting Person is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Reporting Person acquired shares of the Issuer's common stock in connection with the 2013 merger transaction between the Issuer and eXp Realty International, Inc. Under the terms of the merger agreement, she received shares of the Issuer's common stock in exchange for shares of eXp Realty International, Inc. that she previously held. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the shares of Common Stock of the Issuer for investment purposes. Except as set forth below, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Ms. Sanford has entered into Rule 10b5-1 trading plans pursuant to which she may dispose of shares of Common Stock of the Issuer from time to time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by the Reporting Person.
As of January 31, 2025, the Reporting Person is the beneficial owner of 26,848,293 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 17.35% of the outstanding shares of Common Stock. | |
| (b) | See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by the Reporting Person as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. | |
| (c) | Schedule A hereto sets forth certain information with respect to transactions by the Reporting Person in shares of Common Stock during the past 60 days. | |
| (d) | Except as set forth in this Schedule 13D, to the knowledge of the Reporting Person, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer. | ||
| 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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