Filing Details

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 the disclosures provided in a prior cover page.

  Names of reporting persons

  Crescent Real Estate LLC

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

  SEC use only

  Citizenship or place of organization

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

  Sole voting power

  0

  Shared voting power

  526,315 (1)

  Sole dispositive power

  0

  Shared dispositive power

  526,315 (1)

  Aggregate amount beneficially owned by each reporting person

  526,315 (1)

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

  ☐

  Percent of class represented by amount in Row (9)

  6.7% (2)

  Type of reporting person (see instructions)

  OO

Consists of 526,315 shares of common stock of the Issuer, par value $0.01 per share (Common Stock), directly held by GP Invitation Fund II, LP as of December 31, 2019. Crescent Real Estate LLC serves as the investment manager of GP Invitation Fund II, LP and the sole manager of the general partner of GP Invitation Fund II, LP and may be deemed to indirectly beneficially own securities held by GP Invitation Fund II, LP.

Based on 7,902,737 shares of Common Stock outstanding, calculated as follows: (a) 7,500,000 shares of Common Stock outstanding as reported in the Issuers prospectus supplement dated November 25, 2019 filed with the Securities and Exchange Commission (the SEC), plus (b) 394,737 shares of Common Stock issued to Consolidated-Tomoka Land Co. in a private placement on November 26, 2019 as reported in the Issuers Current Report on Form 8-K filed with the SEC on December 3, 2019, plus (c) 8,000 restricted shares of Common Stock granted, in the aggregate, to the Issuers non-employee directors in connection with the completion of the Issuers initial public offering pursuant to the Issuers Individual Equity Incentive Plan as reported in the Issuers Current Report on Form 8-K filed with the SEC on December 3, 2019.

  Names of reporting persons

  GP Invitation Fund II, LP

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

  SEC use only

  Citizenship or place of organization

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

  Sole voting power

  0

  Shared voting power

  526,315 (1)

  Sole dispositive power

  0

  Shared dispositive power

  526,315 (1)

  Aggregate amount beneficially owned by each reporting person

  526,315 (1)

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

  ☐

  Percent of class represented by amount in Row (9)

  6.7% (2)

  Type of reporting person (see instructions)

  PN

Consists of 526,315 shares of common stock of the Issuer, par value $0.01 per share (Common Stock), directly held by GP Invitation Fund II, LP as of December 31, 2019.

Based on 7,902,737 shares of Common Stock outstanding, calculated as follows: (a) 7,500,000 shares of Common Stock outstanding as reported in the Issuers prospectus supplement dated November 25, 2019 filed with the Securities and Exchange Commission (the SEC), plus (b) 394,737 shares of Common Stock issued to Consolidated-Tomoka Land Co. in a private placement on November 26, 2019 as reported in the Issuers Current Report on Form 8-K filed with the SEC on December 3, 2019, plus (c) 8,000 restricted shares of Common Stock granted, in the aggregate, to the Issuers non-employee directors in connection with the completion of the Issuers initial public offering pursuant to the Issuers Individual Equity Incentive Plan as reported in the Issuers Current Report on Form 8-K filed with the SEC on December 3, 2019.

  Names of reporting persons

  GPIF GP II, LLC

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

  SEC use only

  Citizenship or place of organization

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

  Sole voting power

  0

  Shared voting power

  526,315 (1)

  Sole dispositive power

  0

  Shared dispositive power

  526,315 (1)

  Aggregate amount beneficially owned by each reporting person

  526,315 (1)

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

  ☐

  Percent of class represented by amount in Row (9)

  6.7% (2)

  Type of reporting person (see instructions)

  OO

Consists of 526,315 shares of common stock of the Issuer, par value $0.01 per share (Common Stock), directly held by GP Invitation Fund II, LP as of December 31, 2019. GPIF GP II, LLC serves as general partner of GP Invitation Fund II, LP and may be deemed to indirectly beneficially own securities held by GP Invitation Fund II, LP.

Based on 7,902,737 shares of Common Stock outstanding, calculated as follows: (a) 7,500,000 shares of Common Stock outstanding as reported in the Issuers prospectus supplement dated November 25, 2019 filed with the Securities and Exchange Commission (the SEC), plus (b) 394,737 shares of Common Stock issued to Consolidated-Tomoka Land Co. in a private placement on November 26, 2019 as reported in the Issuers Current Report on Form 8-K filed with the SEC on December 3, 2019, plus (c) 8,000 restricted shares of Common Stock granted, in the aggregate, to the Issuers non-employee directors in connection with the completion of the Issuers initial public offering pursuant to the Issuers Individual Equity Incentive Plan as reported in the Issuers Current Report on Form 8-K filed with the SEC on December 3, 2019.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Crescent Real Estate LLC;

GP Invitation Fund II, LP; and

GPIF GP II, LLC.

Address or Principal Business Office or, if None, Residence:

Citizenship:

Crescent Real Estate LLC is a Delaware limited liability company;

GP Invitation Fund II, LP is a Delaware limited partnership; and

GPIF GP II, LLC is a Delaware limited liability company.

Title of Class of Securities:

CUSIP Number:

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:

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

☐ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote: 0

Shared power to vote or to direct the vote: 526,315 (1)

Sole power to dispose or to direct the disposition of: 0

Shared power to dispose or to direct the disposition of: 526,315 (1)

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Andrew Lombardi

/s/ Andrew Lombardi

Senior Vice President and General Counsel of GPIF GP II, LLC, the general partner of GP Invitation Fund II, LP

/s/ Andrew Lombardi

Senior Vice President and General Counsel

Exhibit

A. Joint Filing Agreement