Page 10 of 13 SEC Filing
| CUSIP No. 57722W106 | Page 10 of 13 Pages |
| 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.
2,421,345 of the Shares reported herein were
acquired by 40 North Latitude Feeder on September 1, 2015 via distributions from 40 North Investments LP and 40 North Investment
Partners LP (other investment subsidiaries of 40 North Latitude Feeder), and then contributed by 40 North Latitude Feeder to 40
North Latitude Master. Of such Shares, 2,293,356 were then contributed by 40 North Latitude Master to 40 North Latitude
SPV. 1,036,302 of the Shares reported herein were purchased by 40 North Latitude Master using its working capital and on margin,
and 172,615 of the Shares reported herein were purchased by 40 North Latitude SPV using its working capital. The total purchase
price for the Shares reported herein was $138,966,727. The Reporting Persons’ margin transactions are with 40 North Latitude
Master’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 to be the beneficial owner of 2,465,971 of the Shares reported herein, which
represent approximately 6.7% of the Issuer’s outstanding Shares. Each of 40 North Management, 40
North Latitude Master, 40 North Latitude Feeder, 40 North GP III, Mr. Winter and Mr. Millstone may be deemed the beneficial
owner of all of the 3,630,262 Shares reported herein, which represent approximately 9.8% of the Issuer’s
outstanding Shares. 40 North Management may be deemed to have sole power to vote and sole power to dispose of all
of such Shares, whereas the other Reporting Persons having beneficial ownership may be deemed to have shared power to vote
and shared power to dispose of such Shares as they may be deemed to have beneficial ownership of.
The percentages in the immediately foregoing
paragraph are calculated based on a total of 37,034,504 Shares outstanding,
which is equal to the sum of 35,272,268 Shares outstanding as of December 7, 2015 (based on the Issuer’s Quarterly
Report on Form 10-Q filed with the SEC on December 8, 2015) and the issuance of an aggregate of 1,762,236 shares of common stock of the Company on February 5, 2016 (as
reported in the Issuer’s Current Report on Form 8-K filed with the SEC on February 3, 2016).
(c) Except
as set forth on Exhibit 2 attached hereto, there have been no transactions with respect to the Shares during the sixty days
prior to the date hereof by any of the Reporting Persons.
(d) In
addition to the Reporting Persons, the limited partners of (or investors in) 40 North Latitude Feeder or its respective subsidiaries
or affiliated entities have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares
held for the account of 40 North Latitude Feeder in accordance with their respective limited partnership interests (or investment
percentages).
