You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| FrontFour Capital Group | 0 | 1,065,376 | 0 | 1,065,376 | 1,065,376 | (see% |
| FrontFour Value Fund | 0 | 703,500 | 0 | 703,500 | 703,500 | (see% |
| FrontFour Value GP Inc | 0 | 703,500 | 0 | 703,500 | 703,500 | (see% |
| FrontFour Master Fund, Ltd | 0 | 641,357 | 0 | 641,357 | 641,357 | (see% |
| FrontFour Opportunity Fund | 0 | 26,624 | 0 | 26,624 | 26,624 | (see% |
| FrontFour Capital Corp | 0 | 26,624 | 0 | 26,624 | 26,624 | (see% |
| Stephen Loukas | 0 | 1,795,500 | 0 | 1,795,500 | 1,795,500 | (see% |
| David A. Lorber | 0 | 1,795,500 | 0 | 1,795,500 | 1,795,500 | (see% |
| Zachary George | 0 | 1,795,500 | 0 | 1,795,500 | 1,795,500 | (see% |
| Sandpiper Asset Management Inc | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| Sandpiper Real Estate Fund Limited Partnership | 0 | 255,225 | 0 | 255,225 | 255,225 | (see% |
| Stone Opportunity Limited Partnership | 0 | 868,850 | 0 | 868,850 | 868,850 | (see% |
| Sandpiper GP Inc | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| Samir A. Manji | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| Salim Aziz Manji | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
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Page 1 of 21 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
| Granite Real Estate Investment Trust Granite REIT Inc. | |
| (Name of Issuer) | |
| Stapled Units, | |
| (Title of Class of Securities) | |
| 387437114 | |
| (CUSIP Number) | |
| Zachary George FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830 (203) 274-9050 Samir A. Manji Sandpiper Asset Management Inc. 200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6 (604) 558-4885 Walied Soliman, Esq. Heidi Reinhart, Esq. Norton Rose Fulbright Canada LLP 200 Bay Street, Suite 3800 Toronto, Ontario M5J 2Z4 (416) 216-4820 Aneliya Crawford, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2372 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| May 8, 2017 | |
| (Date of Event Which Requires Filing of This Statement) | |
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Page 2 of 21 – SEC Filing
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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 20 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
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).
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Page 3 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS FrontFour Capital Group LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,065,376 (including options to purchase 374,800 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,065,376 (including options to purchase 374,800 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,065,376 (including options to purchase 374,800 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 2.26% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
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Page 4 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS FrontFour Value Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 703,500 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 703,500 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 703,500 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 1.49% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
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Page 5 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS FrontFour Value GP Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 703,500 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 703,500 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 703,500 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 1.49% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 6 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS FrontFour Master Fund, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 641,357 (including options to purchase 230,600 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 641,357 (including options to purchase 230,600 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,357 (including options to purchase 230,600 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 1.36% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 7 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS FrontFour Opportunity Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 26,624 (including options to purchase 16,200 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 26,624 (including options to purchase 16,200 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 26,624 (including options to purchase 16,200 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
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Page 8 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS FrontFour Capital Corp. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 26,624 (including options to purchase 16,200 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 26,624 (including options to purchase 16,200 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 26,624 (including options to purchase 16,200 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 9 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Stephen Loukas | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 3.81% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 10 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS David A. Lorber | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 3.81% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 11 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Zachary George | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 3.81% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 12 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Sandpiper Asset Management Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 2.39% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
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Page 13 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Sandpiper Real Estate Fund Limited Partnership | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 255,225 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 255,225 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 255,225 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 14 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Stone Opportunity Limited Partnership | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 868,850 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 868,850 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 868,850 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 1.84% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 15 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Sandpiper GP Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 2.39% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 16 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Samir A. Manji | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 2.39% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 17 of 21 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Salim Aziz Manji | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 2.39% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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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. |
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Page 19 of 21 – SEC Filing
SIGNATURES
After reasonable
inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATE: May 8, 2017
| FRONTFOUR CAPITAL GROUP LLC | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Managing Member | ||
| FRONTFOUR VALUE FUND | ||
| By: | FrontFour Value GP Inc., its general partner | |
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Director | ||
| FRONTFOUR VALUE GP INC. | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Director | ||
| FRONTFOUR MASTER FUND, LTD. | ||
| By: | FrontFour Capital Group LLC., its investment manager | |
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Managing Member | ||
| FRONTFOUR OPPORTUNITY FUND | ||
| By: | FrontFour Capital Corp., its investment manager | |
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Principal | ||
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Page 20 of 21 – SEC Filing
| FRONTFOUR CAPITAL CORP. | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Principal | ||
| By: | /s/ Stephen Loukas | |
| Name: Stephen Loukas | ||
| By: | /s/ David A. Lorber | |
| Name: David A. Lorber | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| SANDPIPER ASSET MANAGEMENT INC. | ||
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| SANDPIPER REAL ESTATE FUND LIMITED PARTNERSHIP | ||
| By: | Sandpiper GP Inc., its general partner | |
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| STONE OPPORTUNITY LIMITED PARTNERSHIP | ||
| By: | Sandpiper GP Inc., its general partner | |
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
Follow Granite Real Estate Investment Trust
Follow Granite Real Estate Investment Trust
Page 21 of 21 – SEC Filing
| SANDPIPER GP INC. | ||
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| By: | /s/ Salim Aziz Manji | |
| Name: Salim Aziz Manji | ||
