Filing Details
- Accession Number:
- 0000919574-19-002876
- Form Type:
- 13D Filing
- Publication Date:
- 2019-04-11 16:16:17
- Filed By:
- Wintergreen Advisers
- Company:
- Cto Realty Growth Inc. (NYSE:CTO)
- Filing Date:
- 2019-04-11
- SEC Url:
- 13D Filing
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 |
---|---|---|---|---|---|---|
Wintergreen Advisers | 0 | 0 | 0 | 0 | 0 | 0 % |
Wintergreen Fund, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
Wintergreen Partners Fund | 0 | 0 | 0 | 0 | 0 | 0% |
Wintergreen Partners Offshore Master Fund, Ltd | 0 | 0 | 0 | 0 | 0 | 0% |
David J. Winters | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*
Consolidated-Tomoka Land Co. |
(Name of Issuer) |
Common Stock, par value $1.00 per share |
(Title of Class of Securities) |
210226106 |
(CUSIP Number) |
Elizabeth N. Cohernour Mount Olive, New Jersey 07828 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
April 9, 2019 |
(Date of Event Which Requires Filing of this Statement) |
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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| |
* 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). |
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Wintergreen Advisers, 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware, USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
0 |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
0 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
0 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | [_] | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0 % |
14. | TYPE OF REPORTING PERSON* | |
IA | ||
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Wintergreen Fund, Inc. |
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Maryland, USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
0 |
9. | SOLE DISPOSITIVE POWER | ||
0 | |||
10. | SHARED DISPOSITIVE POWER | ||
0 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
0 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | [_] | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0% |
14. | TYPE OF REPORTING PERSON* | |
IV | ||
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Wintergreen Partners Fund, LP |
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware, USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
0 |
9. | SOLE DISPOSITIVE POWER | ||
0 | |||
10. | SHARED DISPOSITIVE POWER | ||
0 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
0 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | [_] | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0% |
14. | TYPE OF REPORTING PERSON* | |
PN | ||
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Wintergreen Partners Offshore 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
0 |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
0 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
0 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | [_] | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0% |
14. | TYPE OF REPORTING PERSON* | |
CO | ||
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
David J. Winters |
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
0 |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | [_] | |
0 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
0 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0% |
14. | TYPE OF REPORTING PERSON* | |
IN | ||
CUSIP No. | 210226106 | ||
Item 1. | Security and Issuer. | |
Consolidated-Tomoka Land Co. (the "Issuer"), Common Stock, par value $1.00 per share (the "Shares"). The address of the Issuer's offices is 1140 North Williamson Blvd., Suite 140, Daytona Beach, FL 32114. This Schedule 13D relates to the Issuer's Shares.
| ||
Item 2. | Identity and Background. |
(a, f)
| This statement is being filed by (i) Wintergreen Fund, Inc. ("Wintergreen Fund"), a Maryland corporation registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (ii) Wintergreen Partners Fund, LP ("Wintergreen Partners"), a Delaware limited partnership, (iii) Wintergreen Partners Offshore Master Fund, Ltd. ("Wintergreen Offshore Master"), a Cayman Islands exempted company, (iv) Wintergreen Advisers, LLC ("Wintergreen Advisers"), a Delaware limited liability company which acts as sole investment manager of the Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore Master and other investment vehicles, and (v) David J. Winters ("Winters"). (Each of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore Master, Wintergreen Advisers and Winters may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"). | |
(b)
| The principal business address of the Reporting Persons (except for Wintergreen Offshore Master) is 500 International Drive, Suite 275, Mount Olive, New Jersey 07828. The principal business address of Wintergreen Offshore Master is c/o Intertrust Group, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005. | |
(c) | Wintergreen Advisers is an investment management firm that serves as the investment adviser to certain registered and private investment funds, including Wintergreen Partners, Wintergreen Fund and Wintergreen Offshore Master. Wintergreen Partners is a Delaware limited partnership. Wintergreen Fund is an investment company registered under the Investment Company Act. Wintergreen Offshore Master is a Cayman Islands exempted company. Winters is the Chief Executive Officer of Wintergreen Advisers. |
(d) | None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
|
Item 3. | Source and Amount of Funds or Other Consideration. |
As of the date hereof, the Reporting Persons no longer beneficially own any of the shares. |
Item 4. | Purpose of Transaction. |
As of the date hereof, the Reporting Persons no longer beneficially own any of the shares. | ||
Item 5. | Interest in Securities of the Issuer. |
(a-e) | As of the date hereof, the Reporting Persons no longer beneficially own any of the shares.
On April 9, 2019, each of Wintergreen Fund, Inc., Wintergreen Partners Fund, LP and Wintergreen Partners Offshore Master Fund, Ltd. sold all of the Shares of the Issuer that each held respectively at the price of $55.00 per share. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
N/A. | ||
Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Statement
| ||
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: April 11, 2019
Wintergreen Advisers, LLC | |
/s/ Elizabeth N. Cohernour | |
Name: Elizabeth N. Cohernour Title: Managing Member | |
Wintergreen Fund, Inc.
| |
/s/ Elizabeth N. Cohernour | |
Name: Elizabeth N. Cohernour Title: Executive Vice President | |
Wintergreen Partners Fund, LP | |
/s/ Elizabeth N. Cohernour | |
By: Wintergreen GP, LLC, its general partner
| |
By: Elizabeth N. Cohernour, Managing Member | |
Wintergreen Partners Offshore Master Fund, Ltd. | |
/s/ Elizabeth N. Cohernour | |
By: Elizabeth N. Cohernour, Director | |
David J. Winters | |
/s/ David J. Winters | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, amendment number 14, relating to the Common Stock, par value $1.00 per share of Consolidated-Tomoka Land Co. shall be filed on behalf of the undersigned.
Dated: April 11, 2019
Wintergreen Advisers, LLC | |
/s/ Elizabeth N. Cohernour | |
Name: Elizabeth N. Cohernour Title: Managing Member | |
Wintergreen Fund, Inc.
| |
/s/ Elizabeth N. Cohernour | |
Name: Elizabeth N. Cohernour Title: Executive Vice President | |
Wintergreen Partners Fund, LP | |
/s/ Elizabeth N. Cohernour | |
By: Wintergreen GP, LLC, its general partner
| |
By: Elizabeth N. Cohernour, Managing Member | |
Wintergreen Partners Offshore Master Fund, Ltd. | |
/s/ Elizabeth N. Cohernour | |
By: Elizabeth N. Cohernour, Director | |
David J. Winters | |
/s/ David J. Winters | |