Page 19 of 23 – SEC Filing
| CUSIP No. 60979P 105 | Page 20 of 24 Pages |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented by adding the following information:
The aggregate purchase price of the additional 496,168 shares of Common Stock (the “Sixth Additional Purchased Shares”) acquired by the Fund VI Entities since the filing of Amendment No. 6 on January 30, 2017 was $4,993,659.78, not including brokerage commissions or service charges. The sources of the funds used by the Fund VI Entities to purchase the Sixth Additional Purchased Shares were funds provided by MIRELF VI REIT from (i) cash on hand and (ii) borrowings under MIRELF VI REIT’s subscription based revolving credit agreement with Sumitomo Mitsui Banking Corporation and its prime brokerage margin financing agreement with Wells Fargo Securities, LLC. Funds drawn under MIRELF VI REIT’s subscription based revolving credit agreement with Sumitomo Mitsui Banking Corporation are repaid from time to time with funds from MIRELF VI investor capital calls.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding the following information:
On March 28, 2017, the Reporting Persons and the Issuer replaced the Waiver Agreement by entering into an additional letter agreement (“Replacement Waiver Agreement”), which is similar in all material respects to the Waiver Agreement, but allows the Reporting Persons to hold, in the aggregate, up to 15% of the Common Stock of the Issuer outstanding from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in its entirety and replaced with the following:
| (a) and (b) | The aggregate percentage of Common Stock reported as owned by each Reporting Person is based upon the 166,872,456 shares of Common Stock disclosed by the Issuer as outstanding as of January 31, 2017 in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2017. |
| By virtue of the relationships reported under Item 2, the Fund V Entities, the Fund VI Entities, Realty Holdings and Mr. Dickerman may be deemed to have shared voting and dispositive power with respect to the Purchased Shares, the Additional Purchased Shares, the Second Additional Purchased Shares, the Third Additional Purchased Shares, the Fourth Additional Purchase Shares, the Fifth Additional Purchased Shares and the Sixth Additional Purchased Shares, which, based on calculations made in accordance with Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, constitute approximately 9.98% of the outstanding Common Stock. | |
| Holdings, Holdings VI and Mr. Dickerman disclaim beneficial ownership of the shares of Common Stock beneficially owned by any of the other Funds V Entities or Fund VI Entities to the extent that equity interests in such entities are held directly or indirectly by different persons. | |
| In addition, (i) each of the Fund V Entities disclaim beneficial ownership of shares of Common Stock beneficially owned by any of the Fund VI Entities to the extent they are held by different persons, (ii) each of the Fund VI Entities disclaim beneficial ownership of shares of Common Stock beneficially owned by any of the Fund V Entities to the extent they are held by different persons, (iii) each of the Fund V Entities disclaim beneficial ownership of the Common Stock beneficially owned by any other Fund V Entity, (iv) each of the Fund VI Entities disclaim beneficial ownership of the Common Stock beneficially owned by any other Fund VI Entity, and (v) Realty, Realty VI and Realty Holdings disclaim beneficial ownership of shares of Common Stock beneficially owned by any of the Fund V Entities, the Fund VI Entities or Mr. Dickerman. | |
| (c) | Except as set forth on Schedule I hereto, none of the Reporting Persons or any other person or entity referred to in Item 2 has effected any transactions in the Common Stock during the 60 day period immediately preceding March 28, 2017. |
| (d) | By virtue of the relationships described in Item 2, each of the Reporting Persons may be deemed to have the power to direct the receipt of dividends declared on the Purchased Shares, the Additional Purchased Shares, the Second Additional Purchased Shares, the Third Additional Purchased Shares, the Fourth Additional Purchased Shares, the Fifth Additional Purchased Shares and the Sixth Additional Purchased Shares and the proceeds from the sale of such Purchased Shares, Additional Purchased Shares, Second Additional Purchased Shares, Third Additional Purchased Shares, Fourth Additional Purchased Shares, the Fifth Additional Purchased Shares and the Sixth Additional Purchased Shares. |
| (e) | Not applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUE
Item 6 is hereby amended and supplemented with the following:
In addition to the Replacement Waiver Agreement described in Item 4, on March 28, 2017 the Reporting Persons provided a letter to the Issuer, in which the Reporting Persons made certain representations regarding its ownership of shares of Common Stock of the Issuer as determined under the Code relevant to the Issuer’s status as a REIT under the Code in order to induce the Issuer to enter into the Waiver Agreement.
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