Filing Details
- Accession Number:
- 0001193125-19-270850
- Form Type:
- 13D Filing
- Publication Date:
- 2019-10-21 16:32:09
- Filed By:
- Otto Alexander
- Company:
- Retail Value Inc. (NYSE:RVIC)
- Filing Date:
- 2019-10-21
- 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 |
|---|---|---|---|---|---|---|
| Alexander Otto | 3,390,305 | 0 | 3,390,305 | 0 | 3,390,305 | 17.8% |
| Katharina Otto-Bernstein | 103,453 | 0 | 103,453 | 0 | 103,453 | 0.5% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Retail Value Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
76133Q 102
(CUSIP Number)
David A. Brown
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3452
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 18, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | The remainder of this cover page shall be filled out for a reporting persons 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. 76133Q 102 | SCHEDULE 13D | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
Alexander Otto | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
3,390,305 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
3,390,305 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,390,305 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 19,052,144 shares of the Issuers shares of common stock outstanding as of July 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on August 6, 2019. |
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
Katharina Otto-Bernstein | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
103,453 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
103,453 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,453 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 19,052,144 shares of the Issuers shares of common stock outstanding as of July 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on August 6, 2019. |
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 4 of 9 Pages |
This Amendment No. 3 (Amendment No. 3) amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on July 11, 2018, as amended by Amendment No. 1 filed on September 16, 2019 and Amendment No. 2 filed on September 27, 2019 (as amended, the Original Filing). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
(a) Alexander Otto and Katharina Otto-Bernstein may be deemed to beneficially own, in the aggregate, 3,493,758 Common Shares, representing 18.3% of the Issuers outstanding Common Shares. Calculations of the percentage of Common Shares beneficially owned are based on 19,052,144 Common Shares outstanding as of July 31, 2019, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on August 6, 2019.
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Shares referenced in paragraph 5(a), Mr. Otto has sole voting power and sole dispositive power with regard to 3,390,305 Common Shares, and Katharina Otto-Bernstein has sole voting power and sole dispositive power with regard to 103,453 Common Shares.
(c) Other than as set forth below, the Reporting Persons have not effected any transactions in the Common Shares in the last sixty days.
Katharina Otto-Bernstein effected the following transactions in the Common Shares in the last sixty days:
| Date | Transaction | Amount | Price | |||||||
| 08/27/2019 | Sale | 25,670 | $ | 37.2724 | (1) | |||||
| 08/28/2019 | Sale | 12,007 | $ | 37.3798 | (2) | |||||
| 08/29/2019 | Sale | 17,527 | $ | 37.3072 | (3) | |||||
| 08/30/2019 | Sale | 6,330 | $ | 37.0922 | (4) | |||||
| 09/03/2019 | Sale | 6,385 | $ | 37.1546 | (5) | |||||
| 09/04/2019 | Sale | 21,806 | $ | 36.9905 | (6) | |||||
| 09/05/2019 | Sale | 12,575 | $ | 37.5062 | (7) | |||||
| 09/06/2019 | Sale | 12,100 | $ | 37.6839 | (8) | |||||
| 09/09/2019 | Sale | 16,500 | $ | 37.2661 | (9) | |||||
| 09/10/2019 | Sale | 12,600 | $ | 36.9223 | (10) | |||||
| 09/11/2019 | Sale | 18,200 | $ | 36.9495 | (11) | |||||
| 09/12/2019 | Sale | 26,400 | $ | 37.0239 | (12) | |||||
| 09/13/2019 | Sale | 22,200 | $ | 37.8410 | (13) | |||||
| 09/16/2019 | Sale | 17,500 | $ | 37.5211 | (14) | |||||
| 09/17/2019 | Sale | 10,300 | $ | 37.4635 | (15) | |||||
| 09/18/2019 | Sale | 25,400 | $ | 37.5258 | (16) | |||||
| 09/19/2019 | Sale | 24,453 | $ | 37.5154 | (17) | |||||
| 09/20/2019 | Sale | 33,600 | $ | 37.3811 | (18) | |||||
| 09/23/2019 | Sale | 31,299 | $ | 37.0864 | (19) | |||||
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 5 of 9 Pages |
| 09/24/2019 | Sale | 35,500 | $ | 37.003 | (20) | |||||
| 09/25/2019 | Sale | 67,460 | $ | 37.0435 | (21) | |||||
| 09/26/2019 | Sale | 80,376 | $ | 37.7135 | (22) | |||||
| 09/27/2019 | Sale | 18,700 | $ | 37.4406 | (23) | |||||
| 09/30/2019 | Sale | 18,300 | $ | 37.2871 | (24) | |||||
| 10/01/2019 | Sale | 7,394 | $ | 36.9547 | (25) | |||||
| 10/02/2019 | Sale | 23,295 | $ | 36.8733 | (26) | |||||
| 10/03/2019 | Sale | 8,218 | $ | 36.8937 | (27) | |||||
| 10/04/2019 | Sale | 11,367 | $ | 36.8903 | (28) | |||||
| 10/07/2019 | Sale | 1,673 | $ | 36.8355 | (29) | |||||
| 10/08/2019 | Sale | 100 | $ | 36.84 | ||||||
| 10/11/2019 | Sale | 10,286 | $ | 36.8312 | (30) | |||||
| 10/14/2019 | Sale | 18,841 | $ | 36.1599 | (31) | |||||
| 10/15/2019 | Sale | 26,200 | $ | 36.1954 | (32) | |||||
| 10/16/2019 | Sale | 21,325 | $ | 36.3269 | (33) | |||||
| 10/17/2019 | Sale | 15,700 | $ | 36.3301 | (34) | |||||
| 10/18/2019 | Sale | 13,548 | $ | 35.9152 | (35) |
| (1) | Reflects the weighted average sale price. The range of prices for such transaction is $37.00 $37.91. |
| (2) | Reflects the weighted average sale price. The range of prices for such transaction is $37.02 $37.60. |
| (3) | Reflects the weighted average sale price. The range of prices for such transaction is $37.23 $37.75. |
| (4) | Reflects the weighted average sale price. The range of prices for such transaction is $37.00 $37.50. |
| (5) | Reflects the weighted average sale price. The range of prices for such transaction is $37.00 $37.30. |
| (6) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.28. |
| (7) | Reflects the weighted average sale price. The range of prices for such transaction is $37.08 $37.89. |
| (8) | Reflects the weighted average sale price. The range of prices for such transaction is $37.44 $38.01. |
| (9) | Reflects the weighted average sale price. The range of prices for such transaction is $36.90 $37.87. |
| (10) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.18. |
| (11) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.29. |
| (12) | Reflects the weighted average sale price. The range of prices for such transaction is $36.83 $37.36. |
| (13) | Reflects the weighted average sale price. The range of prices for such transaction is $37.26 $38.20. |
| (14) | Reflects the weighted average sale price. The range of prices for such transaction is $37.19 $37.87. |
| (15) | Reflects the weighted average sale price. The range of prices for such transaction is $37.25 $37.62. |
| (16) | Reflects the weighted average sale price. The range of prices for such transaction is $36.89 $37.91. |
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 6 of 9 Pages |
| (17) | Reflects the weighted average sale price. The range of prices for such transaction is $37.25 $37.76. |
| (18) | Reflects the weighted average sale price. The range of prices for such transaction is $36.99 $37.60. |
| (19) | Reflects the weighted average sale price. The range of prices for such transaction is $36.90 $37.42. |
| (20) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.43. |
| (21) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.32. |
| (22) | Reflects the weighted average sale price. The range of prices for such transaction is $37.34 $38.08. |
| (23) | Reflects the weighted average sale price. The range of prices for such transaction is $37.18 $37.88. |
| (24) | Reflects the weighted average sale price. The range of prices for such transaction is $37.02 $37.52. |
| (25) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.14. |
| (26) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $36.94. |
| (27) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.05. |
| (28) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $37.11. |
| (29) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $36.92. |
| (30) | Reflects the weighted average sale price. The range of prices for such transaction is $36.82 $36.93. |
| (31) | Reflects the weighted average sale price. The range of prices for such transaction is $35.85 $36.62. |
| (32) | Reflects the weighted average sale price. The range of prices for such transaction is $35.94 $36.45. |
| (33) | Reflects the weighted average sale price. The range of prices for such transaction is $36.04 $36.46. |
| (34) | Reflects the weighted average sale price. The range of prices for such transaction is $36.00 $36.78. |
| (35) | Reflects the weighted average sale price. The range of prices for such transaction is $35.75 $36.17. |
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
| Exhibit 1 | Waiver Agreement, dated July 1, 2018, by and between Alexander Otto and Retail Value Inc., incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Retail Value Inc. on July 2, 2018. | |
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 7 of 9 Pages |
| Exhibit 2 | Joint Filing Agreement, dated July 11, 2018, between Alexander Otto and Katharina Otto-Bernstein, incorporated by reference to Exhibit 2 to the Original Filing. | |
| Exhibit 3 | Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Alexander Otto, incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Persons on May 15, 2009. | |
| Exhibit 4 | Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Katharina Otto-Bernstein, incorporated herein by reference to Exhibit 24.2 to the Form 3 filed by the Reporting Persons on May 15, 2009. | |
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 8 of 9 Pages |
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: October 21, 2019
| ALEXANDER OTTO | ||
| /s/ Dr. Thomas Finne | ||
| By: | Dr. Thomas Finne, managing director of KG CURA Vermögensverwaltung G.m.b.H. & Co | |
| For: | Alexander Otto | |
| KATHARINA OTTO-BERNSTEIN | ||
| /s/ Dr. Thomas Finne | ||
| By: | Dr. Thomas Finne, managing director of KG CURA Vermögensverwaltung G.m.b.H. & Co | |
| For: | Katharina Otto-Bernstein | |
| CUSIP No. 76133Q 102 | SCHEDULE 13D | Page 9 of 9 Pages |
EXHIBIT INDEX
| Exhibit 1 | Waiver Agreement, dated July 1, 2018, by and between Alexander Otto and Retail Value Inc., incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Retail Value Inc. on July 2, 2018. | |
| Exhibit 2 | Joint Filing Agreement, dated July 11, 2018, between Alexander Otto and Katharina Otto-Bernstein, incorporated by reference to Exhibit 2 to the Original Filing. | |
| Exhibit 3 | Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Alexander Otto, incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Persons on May 15, 2009. | |
| Exhibit 4 | Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Katharina Otto-Bernstein, incorporated herein by reference to Exhibit 24.2 to the Form 3 filed by the Reporting Persons on May 15, 2009. | |