Page 22 of 32 – SEC Filing
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) The aggregate number of Stapled Units to which this Schedule 13D relates is 2,919,575 Stapled Units (including options to purchase 391,000 Stapled Units), constituting approximately 6.20% of the outstanding Stapled Units. All percentages set forth herein are based upon a total of 47,122,803 Stapled Units outstanding as of March 1, 2017, as reported in the Report of Foreign Issuer on Form 6-K, filed by each of the REIT and GP with the Securities and Exchange Commission on March 2, 2017. | |
| The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Collectively, the “group” may be deemed to have beneficial ownership of the aggregate number of Stapled Units owned by the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Stapled Units beneficially owned by any other Reporting Person. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not have voting or investment power over. | |
| (b) Each of the Value Fund GP, Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Stapled Units owned directly by the Value Fund. Each of FrontFour Capital, Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Stapled Units owned directly by the Master Fund, the Separately Managed Accounts and the Albert Fried Trust. Each of FrontFour Corp., Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Stapled Units owned directly by the Canadian Fund. Each of Sandpiper, Sandpiper GP, Messrs. Manji and Salim Manji have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Stapled Units owned directly by Sandpiper Real Estate LP and Stone Opportunity LP. | |
| (c) The transactions in the securities of the REIT and GP effected by the Reporting Persons during the past 60 days are set forth on Schedule B attached hereto. All of such transactions were effected in the open market except as otherwise set forth therein. | |
| (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Stapled Units. | |
| (e) Not applicable. | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto (the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein. | |
| FrontFour Capital and Sandpiper GP are parties to the Group Agreement, as defined and described in Item 4, above. A copy of the Group Agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein. FrontFour Capital and the Albert Fried Trust are parties to the Agreement to Invest, as defined and described in Item 4, above. | |
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