SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
|
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
|
American
Community Properties Trust
|
(Name
of Issuer)
|
Common
Shares, $.01 Par Value
|
(Title
of Class of Securities)
|
02520N106
|
(CUSIP
Number)
|
Kent M.
Rowett
Leeward
Capital, L.P.
One
California Street, Suite 300
San
Francisco, CA 94111
(415)
284-0779
With
a copy to:
Henry
Lesser, Esq.
DLA
Piper LLP (US)
2000
University Avenue
East
Palo Alto, CA 94303
(650)
833-2000
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
December 2,
2008
|
(Date
of Event Which Requires Filing of This
Statement)
|
CUSIP
No. 02520N106
|
13D
|
(Page 2 of 6
Pages)
|
1. NAMES OF REPORTING
PERSONS:
|
|
I.R.S.
Identification Nos. of above persons (entities only)
Leeward
Capital, L.P.
94-32559184
|
|
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE
INSTRUCTIONS):
|
|
(a)
x
|
|
(b)
o
|
|
3. SEC USE
ONLY:
|
|
4. SOURCE OF FUNDS*
(SEE INSTRUCTIONS): WC
|
|
5. CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e): o
|
|
6. CITIZENSHIP OR
PLACE OF ORGANIZATION: California
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7. SOLE VOTING
POWER: 288,000 Common Shares
|
8. SHARED VOTING
POWER: -0-
|
|
9. SOLE DISPOSITIVE
POWER: 288,000 Common Shares
|
|
10.SHARED DISPOSITIVE
POWER: -0-
|
|
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
288,000
Common Shares
|
|
12. CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): o
|
|
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11): 5.5%
|
|
14. TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS): 00 (Limited
Partnership)
|
CUSIP
No. 02520N106
|
13D
|
(Page 3
of 6 Pages)
|
1. NAMES OF REPORTING
PERSONS:
|
|
I.R.S.
Identification Nos. of above persons (entities only)
Leeward
Investments, LLC
94-32559183
|
|
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE
INSTRUCTIONS):
|
|
(a)
x
|
|
(b)
o
|
|
3. SEC USE
ONLY:
|
|
4. SOURCE OF FUNDS*
(SEE INSTRUCTIONS): AF
|
|
5. CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e): o
|
|
6. CITIZENSHIP OR
PLACE OF ORGANIZATION: California
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7. SOLE VOTING
POWER: 288,000 Common Shares
|
8. SHARED
VOTING POWER: -0-
|
|
9. SOLE
DISPOSITIVE POWER: 288,000 Common Shares
|
|
10. SHARED DISPOSITIVE
POWER: -0-
|
|
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
288,000
Common Shares
|
|
12. CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): o
|
|
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11): 5.5%
|
|
14. TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS): 00 (Limited Liability
Company)
|
CUSIP
No. 02520N106
|
13D
|
(Page 4
of 6 Pages)
|
1. NAMES OF REPORTING
PERSONS:
|
|
I.R.S.
Identification Nos. of above persons (entities only)
Mr.
Kent M. Rowett
|
|
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE
INSTRUCTIONS):
|
|
(a)
x
|
|
(b)
o
|
|
3. SEC USE
ONLY:
|
|
4. SOURCE OF FUNDS*
(SEE INSTRUCTIONS): AF
|
|
5. CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e): o
|
|
6. CITIZENSHIP OR
PLACE OF ORGANIZATION: United States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7. SOLE VOTING
POWER: 288,000 Common Shares
|
8. SHARED
VOTING POWER: -0-
|
|
9. SOLE
DISPOSITIVE POWER: 288,000 Common Shares
|
|
10. SHARED DISPOSITIVE
POWER: -0-
|
|
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
288,000
Common Shares
|
|
12. CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): o
|
|
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11): 5.5%
|
|
14. TYPE OF REPORTING
PERSON (SEE
INSTRUCTIONS): IN
|
Date: January 2,
2009
|
|||
LEEWARD
CAPITAL, L.P.
|
|||
By:
|
Leeward
Investments, LLC
|
||
General
Partner
|
|||
By:
|
/s/
Kent M. Rowett
|
||
Kent M.
Rowett
|
|||
Manager
|
|||
LEEWARD
INVESTMENTS, LLC
|
|||
By:
|
/s/
Kent M. Rowett
|
||
Kent M.
Rowett
|
|||
Manager
|
|||
KENT M.
ROWETT
|
|||
/s/
Kent M. Rowett
|
|||
Kent M.
Rowett
|