13D Filing: FrontFour Capital Group and Granite Real Estate Investment Trust (GRP)

Page 18 of 21

Page 18 of 21 – SEC Filing

This Amendment No. 1 (“Amendment No.
1
”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on May 2, 2017 (the “Original Schedule 13D” and, together with Amendment No. 1, the “Schedule 13D”),
with respect to the Stapled Units, consisting of (i) one unit, no par value per unit, of Granite Real Estate Investment Trust,
an Ontario real estate investment trust (the “REIT”), and (ii) one common share, no par value per share, of
Granite REIT Inc., a British Columbia corporation (the “GP”). Capitalized terms used herein and not otherwise
defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 4 and 7 as set
forth below.

Item 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On May 8, 2017, the Reporting Persons issued a press release (the “May 8 Press Release”) discussing what the Reporting Persons believe to be the serious problems at the REIT and the GP, outlining their recommendations to address such problems and stating their intention to nominate independent trustees and directors for election to the board of trustees of the REIT and the board of directors of the GP, respectively, at the upcoming joint Annual General Meetings of the REIT unitholders and the GP shareholders to be held on June 15, 2017.  In the May 8 Press Release, the Reporting Persons included a link to a presentation in which they further describe their beliefs and recommendations regarding the REIT and the GP (the “May 8 Presentation”).  The foregoing summaries of the May 8 Press Release and the May 8 Presentation are qualified in their entirety by reference to the full text of the May 8 Press Release and the May 8 Presentation, copies of which are attached hereto as Exhibits 3 and 4, respectively, and are incorporated by reference herein.
Item 7. EXHIBITS
 
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Exhibit Description
3 Press Release, dated May 8, 2017.
4 Presentation, dated May 8, 2017.

Follow Granite Real Estate Investment Trust

Page 18 of 21