Page 17 of 21 – SEC Filing
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The responses to Items 4, 5 and 6 of this
Schedule 13D are incorporated herein by reference.
On February 3, 2016, 3,360,428 of the Shares
reported herein were acquired by 40 North Latitude Master, 40 North Latitude SPV, and Dalbergia in connection with a one-for-one
spinoff of the Issuer from W.R. Grace & Co. Of such Shares, 60,017 Shares were acquired by 40 North Latitude Master, 2,423,580
Shares were acquired by 40 North Latitude SPV, and 876,831 Shares were acquired by Dalbergia.
62,000 of the Shares reported herein were
purchased by Dalbergia as a result of the exercise of certain put-call combination contracts with respect to the Shares. 1,154,839 of the Shares reported herein were purchased by Dalbergia using its working capital, 2,682,108 of the Shares reported herein
were purchased by 40 North Latitude Master using its working capital (including 355,840 Shares purchased by 40 North Latitude Master
and transferred to Dalbergia for cash), and 303,939 of the Shares reported herein were purchased by 40 North Latitude SPV using
its working capital and on margin.
The total purchase price for the Shares reported
herein was $184,955,687.46. The margin transactions are with 40 North Latitude SPV’s usual brokers, on such brokers’
usual terms and conditions. All or part of the Shares owned by the Reporting Persons may from time to time be pledged with one
or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting
Persons. Such indebtedness may be refinanced with other banks or broker-dealers.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) 40 North
Latitude SPV may be deemed the beneficial owner of 2,727,519 of the Shares reported herein, which represent approximately
3.8% of the Issuer’s outstanding Shares. Each of 40 North Management, 40 North Latitude Master, 40 North Latitude
Feeder and 40 North GP III may be deemed the beneficial owner of 5,113,804 of the Shares reported herein, which represent
approximately 7.1 % of the Issuer’s outstanding Shares. Each of Dalbergia, Standard Industries, Standard Holdings, G-I
Holdings, G Holdings LLC, G Holdings Inc. and Ms. Heyman may be deemed the beneficial owner of 2,093,670 of the Shares
reported herein, which represent approximately 2.9% of the Issuer’s outstanding Shares. Each of Messrs. Winter and
Millstone may be deemed to be the beneficial owner of all of the 7,207,474 Shares reported herein, which represent
approximately 10.0% of the Issuer’s outstanding Shares.
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