Filing Details
- Accession Number:
- 0001341004-19-000059
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-01 08:46:52
- Filed By:
- Gic Private Ltd
- Company:
- Macerich Co (NASDAQ:MAC)
- Filing Date:
- 2019-02-01
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
GIC Private Limited | 361,872 | 7,662,088 | 361,872 | 7,662,088 | 8,023,960 | 5.69% |
GIC Real Estate Private Limited | 0 | 7,389,520 | 0 | 7,389,520 | 7,389,520 | 5.24% |
GIC Real Estate, Inc | 0 | 7,389,520 | 0 | 7,389,520 | 7,389,520 | 5.24% |
US Shops | 0 | 7,389,520 | 0 | 7,389,520 | 7,389,520 | 5.24% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Macerich Company |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
554382101 |
(CUSIP Number) |
December 31, 2018 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) |
☒ | Rule 13d-1(c) |
☐ | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 554382101
1. | NAMES OF REPORTING PERSONS GIC Private Limited |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 361,872 |
6. | SHARED VOTING POWER 7,662,088 | |
7. | SOLE DISPOSITIVE POWER 361,872 | |
8. | SHARED DISPOSITIVE POWER 7,662,088 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,023,960 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.69%‡ |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
‡ Percentage is based on 141,050,902 shares of common stock outstanding as of November 2, 2018 as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2018.
CUSIP No. 554382101
1. | NAMES OF REPORTING PERSONS GIC Real Estate Private Limited |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
6. | SHARED VOTING POWER 7,389,520 | |
7. | SOLE DISPOSITIVE POWER 0 | |
8. | SHARED DISPOSITIVE POWER 7,389,520 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,389,520 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.24%‡ |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
‡ Percentage is based on 141,050,902 shares of common stock outstanding as of November 2, 2018 as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2018.
CUSIP No. 554382101
1. | NAMES OF REPORTING PERSONS GIC Real Estate, Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
6. | SHARED VOTING POWER 7,389,520 | |
7. | SOLE DISPOSITIVE POWER 0 | |
8. | SHARED DISPOSITIVE POWER 7,389,520 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,389,520 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.24%‡ |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
‡ Percentage is based on 141,050,902 shares of common stock outstanding as of November 2, 2018 as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2018.
CUSIP No. 554382101
1. | NAMES OF REPORTING PERSONS US Shops LLC |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) £ (b) £ |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
6. | SHARED VOTING POWER 7,389,520 | |
7. | SOLE DISPOSITIVE POWER 0 | |
8. | SHARED DISPOSITIVE POWER 7,389,520 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,389,520 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.24%‡ |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
‡ Percentage is based on 141,050,902 shares of common stock outstanding as of November 2, 2018 as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2018.
Item 1(a). | Name of Issuer: |
The Macerich Company
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
Item 2(a). | Name of Person Filing: |
GIC Private Limited
GIC Real Estate Private Limited
GIC Real Estate, Inc.
US Shops LLC
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit A to the Statement on Schedule 13G filed by
the Reporting Persons on September 23, 2016 with respect to the Common Stock of The Macerich Company (the “Schedule 13G”), and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file
this Amendment No. 3 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
GIC Private Limited:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
GIC Real Estate Private Limited:
c/o GIC Private Limited
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
GIC Real Estate, Inc.:
One Bush Street, Suite 1100
San Francisco, California 94104
US Shops LLC:
c/o GIC Real Estate, Inc.
One Bush Street, Suite 1100
San Francisco, California 94104
Item 2(c). | Citizenship: |
GIC Private Limited – Singapore
GIC Real Estate Private Limited – Singapore
GIC Real Estate, Inc. – Delaware
US Shops LLC – Delaware
Item 2(d). | Title of Class of Securities: |
Common Stock
Item 2(e). | CUSIP Number: |
554382101
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) | [ ] | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | [ ] | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
(g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
(j) | [ ] | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
(k) | [ ] | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
Item 4. | Ownership. |
The aggregate number of securities and percentages of the class of securities of the Issuer beneficially owned by the Reporting
Persons named in Item 2(a), as well as the number of securities as to which such persons are deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and
shared power to dispose or direct the disposition, is set forth in the following table:
Number of Shares | |||||||||||||||||
Power to Vote | Power to Dispose | ||||||||||||||||
Reporting Person | No. of Shares Beneficially Owned | Sole | Shared | Sole | Shared | Percent of Class | |||||||||||
GIC Private Limited | 8,023,960 | 361,8721 | 7,662,0881,2 | 361,8721 | | 7,662,0881,2 | 5.69% | ||||||||||
GIC Real Estate Private Limited | 7,389,520 | 0 | 7,389,5202 | | 0 | 7,389,5202 | 5.24% | ||||||||||
GIC Real Estate, Inc. | 7,389,520 | 0 | 7,389,5202 | | 0 | 7,389,5202 | | 5.24% | |||||||||
US Shops LLC | 7,389,520 | 0 | 7,389,5202 | | 0 | 7,389,5202 | | 5.24% |
1 GIC Private Limited (“GIC”) is a fund manager and only has two clients: the Government of Singapore (“GoS”) and the
Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC
has the sole power to vote and the sole power to dispose of 361,872 shares beneficially owned by it. GIC shares power to vote and dispose of 272,568 shares beneficially owned by it with MAS.
2 7,389,520 shares are held directly by US Shops LLC (“US Shops”). GIC Real Estate, Inc. (“GIC RE Inc.”), the investment manager
for US Shops, has the power to vote and dispose of such shares. GIC RE Inc. shares such powers with GIC Real Estate Private Limited and GIC.
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated February 01, 2019
GIC PRIVATE LIMITED | |||
By: | /s/ Celine Loh Sze Ling | ||
Name: Celine Loh Sze Ling | |||
Title: Senior Vice President | |||
By: | /s/ Toh Tze Meng | ||
Name: Toh Tze Meng | |||
Title: Senior Vice President | |||
GIC REAL ESTATE PRIVATE LIMITED | |||
By: | /s/ Lee Kok Sun | ||
Name: Lee Kok Sun | |||
Title: Managing Director | |||
GIC REAL ESTATE, INC. | |||
By: | /s/ Steven Sinnett | ||
Name: Steven Sinnett | |||
Title: Senior Vice President | |||
By: | /s/ Kristin Leung | ||
Name: Kristin Leung | |||
Title: Senior Vice President | |||
US SHOPS LLC | |||
By: | /s/ Steven Sinnett | ||
Name: Steven Sinnett | |||
Title: Authorized signatory | |||
By: | /s/ Kristin Leung | ||
Name: Kristin Leung | |||
Title: Authorized signatory |
Exhibit Index
Exhibit A | Joint Filing Agreement, dated September 23, 2016, entered into by GIC Private Limited, GIC Real Estate Private Limited, GIC Real Estate, Inc. and US Shops LLC
(incorporated by reference to Exhibit A to the Statement on Schedule 13G, filed by the Reporting Persons on September 23, 2016). |