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. 1,838,513 of the Shares reported herein were purchased by 40 North Latitude Master using its working
capital and on margin, and 205,900 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 $164,949,604.65. 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 2,499,256 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 4,465,758 Shares reported herein, which represent approximately 12.0% 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 37,214,651 Shares outstanding,
as of June 10, 2016 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on June 13,
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).
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| 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. 1,838,513 of the Shares reported herein were purchased by 40 North Latitude Master using its working
capital and on margin, and 205,900 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 $164,949,604.65. 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 2,499,256 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 4,465,758 Shares reported herein, which represent approximately 12.0% 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 37,214,651 Shares outstanding,
as of June 10, 2016 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on June 13,
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).
