Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 22)

 

 

Equity One, Inc.

(Name of Issuer)

 

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

 

294752100

(CUSIP Number)

 

Gazit-Globe Ltd.

1 Hashalom Road

Tel-Aviv, Israel 67892

Tel: (03) 694-8000

Fax: (03) 696-1910

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 14, 2016

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

 

 

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Chaim Katzman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	United States and Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			357,404 (1) (2)
		8	SHARED VOTING POWER
			49,632,507
		9	SOLE DISPOSITIVE POWER
			258,242
		10	SHARED DISPOSITIVE POWER
			49,632,507
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	49,989,911
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%
14	TYPE OF REPORTING PERSON
	IN

(1)	Includes 99,162 shares of unvested restricted stock which Mr. Katzman presently has the power to vote.

(2)	All Shareholdings throughout this filing have been rounded to the nearest whole number of shares.

 

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Dor J. Segal
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	United States, Canada, and Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			5,250 (3)
		8	SHARED VOTING POWER
			49,672,707 (4)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			49,672,707 (4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	49,677,957
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.2%
14	TYPE OF REPORTING PERSON
	IN

(3)	Represents 5,250 shares of unvested restricted stock which Mr. Segal presently has the power to vote.

(4)	Includes 40,200 shares jointly held with Mr. Segal’s spouse, Erica Ottosson.

 

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Erica Ottosson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Canada and Sweden
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			49,672,707 (5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			49,672,707 (5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	49,672,707
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.2%
14	TYPE OF REPORTING PERSON
	IN

(5)	Includes 40,200 shares jointly held with Mr. Segal.

 

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Gazit-Globe Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			49,632,507
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			49,632,507
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	49,632,507
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.2%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   M G N (USA) INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			35,352,443
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			35,352,443
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	35,352,443
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   GAZIT (1995), INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,812,312
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,812,312
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	10,812,312
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.4%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Gazit First Generation LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,812,312
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,812,312
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	10,812,312
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.4%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   MGN America, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			18,891,997
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			18,891,997
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	18,891,997
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.0%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   MGN (USA) 2016, LLC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,406,380
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,406,380
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	5,406,380
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.7%
14	TYPE OF REPORTING PERSON   CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   MGN America 2016, LLC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			12,822,150
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			12,822,150
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	12,822,150
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.8%
14	TYPE OF REPORTING PERSON   CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Gazit America, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			14,280,064
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			14,280,064
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	14,280,064
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.8%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Silver Maple (2001), Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,893,208
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,893,208
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	8,893,208
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.1%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Ficus, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,386,856
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,386,856
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	5,386,856
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.7%
14	TYPE OF REPORTING PERSON
	CO

 

 

Explanatory Note: This Amendment No. 22 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Dor J. Segal, Erica Ottosson, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), Gazit First Generation LLC (“First Generation”), MGN America, LLC (“MGN-A”), MGN (USA) 2016, LLC. (“MGN USA”), MGN America 2016, LLC. (“MGN America”), Gazit America, Inc. (“GAA”), Silver Maple (2001), Inc. (“Silver Maple”) and Ficus, Inc. (“Ficus”) (collectively, the “Gazit Group,” “we,” “us” or the “Reporting Persons”) filed on October 10, 2001 (the “Initial 13D”) relates to the Common Stock, par value $0.01 each (“Shares”) of Equity One, Inc., a Maryland corporation (the “Issuer” or “Equity One”). The Initial 13D, together with Amendment No. 1 to the Initial 13D, filed February 26, 2003, Amendment No. 2 to the Initial 13D, filed July 31, 2007, Amendment No. 3 to the Initial 13D, filed August 8, 2007, Amendment No. 4 to the Initial 13D, filed January 18, 2008, Amendment No. 5 to the Initial 13D, filed July 8, 2008, Amendment No. 6 to the Initial 13D, filed October 14, 2008, Amendment No. 7 to the Initial 13D, filed October 24, 2008, Amendment No. 8 to the Initial 13D, filed November 4, 2008, Amendment No. 9 to the Initial 13D, filed November 13, 2008, Amendment No. 10 to the Initial 13D, filed April 27, 2009, Amendment No. 11 to the Initial 13D, filed August 24, 2009, Amendment No. 12 to the Initial 13D, filed March 29, 2010, Amendment No. 13 to the Initial 13D, filed June 7, 2010, Amendment No. 14 to the Initial 13D, filed December 23, 2010, Amendment No. 15 to the Initial 13D, filed on January 18, 2011, Amendment No. 16 to the Initial 13D, filed on April 4, 2011, Amendment No. 17 to the Initial 13D, filed on June 2, 2011, Amendment No. 18 to the Initial 13D, filed on August 26, 2011, Amendment No. 19 to the Initial 13D, filed on February 4, 2013, Amendment No. 20 to the Initial 13D, filed on September 15, 2014, Amendment No. 21 to the Initial 13D, filed on December 18, 2015 and this Amendment No. 22 shall be collectively referred to herein as the “Schedule 13D.”

 

Item 2. Identity and Background

 

Item 2 is amended and restated in its entirety as follows:

 

This Schedule 13D is filed by the Reporting Persons set forth in the table below pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

 

 

The following table sets forth the name, address and citizenship for each of the Reporting Persons:

 

Reporting Person		Address		Citizenship/Place of Organization
Chaim Katzman		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		US/Israel
Dor J. Segal		85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada		US/Canada/Israel
Erica Ottosson		15 Mill Street Toronto ON M5A 3R6 Canada		Canada/Sweden
Gazit-Globe Ltd. (“Gazit”)		One Hashalom Road Tel Aviv, 67892 Israel		Israel
M G N (USA) INC. (“MGN”)		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Nevada
GAZIT (1995), INC. (“1995”)		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Nevada
Gazit First Generation LLC (“First Generation”)		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Delaware
MGN America, LLC (“MGN-A”)		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Delaware
MGN (USA) 2016, LLC. (“MGN USA”)		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Delaware
MGN America 2016, LLC. (“MGN America”)		1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Delaware
Gazit America, Inc. (“GAA”)		86 Hanna Avenue, Suite 400 Toronto, ON M6K 353 Canada		Ontario, Canada
Silver Maple (2001), Inc. (“Silver Maple”)		86 Hanna Avenue, Suite 400 Toronto, ON M6K 353 Canada		Nevada
Ficus, Inc. (“Ficus”)		86 Hanna Avenue, Suite 400 Toronto, ON M6K 353 Canada		Delaware

 

 

The principal business of each of the Reporting Persons is set forth in the following table:

 

Reporting Person		Principal Business
Chaim Katzman		Chaim Katzman is the President and Chairman of the Board of Norstar Holdings Inc., Chairman of Gazit, and Chairman of the Board of the Issuer.
Dor J. Segal		Dor J. Segal is the Executive Vice-Chairman of Gazit, Chairman of First Capital Realty, Vice-Chairman of Norstar Holdings, Inc., and Deputy Chairman and Director of the Issuer.
Erica Ottosson		Erica Ottosson is a gallery director.
Gazit-Globe Ltd. (“Gazit”)		Gazit is a real estate investment company that trades on the Tel Aviv Stock Exchange (TASE), on the New York Stock Exchange (NYSE), and on the Toronto Stock Exchange (TSX) under the ticker symbol “GZT”. Gazit is engaged, directly and through subsidiaries and affiliates, in the acquisition, development and management of properties in North America, Europe, Brazil and Israel, including shopping centers.
M G N (USA) INC. (“MGN”)		MGN invests in real estate related businesses, including the businesses of its affiliates, engaged in the acquisition, development and management of income producing properties in the US and Brazil. MGN is a wholly-owned subsidiary of Gazit.
GAZIT (1995), INC. (“1995”)		1995 invests in real estate related businesses, including the businesses of its affiliates. 1995 is a wholly-owned subsidiary of MGN.
Gazit First Generation LLC (“First Generation”)		First Generation invests in real estate related businesses, limited only to the businesses of its affiliates in United States. First Generation is a wholly owned subsidiary of 1995.
MGN America, LLC (“MGN-A”)		MGN-A invests in real estate related businesses, including the businesses of its affiliates. MGN-A is a subsidiary owned by MGN and 1995.
MGN (USA) 2016, LLC. (“MGN USA”)		MGN USA invests in real estate related businesses, including the businesses of its affiliates. MGN USA is a wholly-owned subsidiary of MGN.
MGN America 2016, LLC. (“MGN America”)		MGN America invests in real estate related businesses, including the businesses of its affiliates. MGN America is a wholly-owned subsidiary of MGN-A.
Gazit America, Inc. (“GAA”)		GAA invests in real estate related businesses, including the businesses of its affiliates and those of unrelated public companies. GAA is a wholly-owned subsidiary of Gazit.
Silver Maple (2001), Inc. (“Silver Maple”)		Silver Maple invests in real estate related businesses, including the businesses of its affiliates. Silver Maple is a wholly-owned subsidiary of GAA.
Ficus, Inc. (“Ficus”)		Ficus invests in real estate related businesses, including the businesses of its affiliates. Ficus is a wholly-owned subsidiary of GAA.

 

 

The information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the “Covered Persons”), is set forth below

 

Covered Persons with Respect to Gazit

 

Name, Position with Gazit & Address		Present Principal Occupation		Name and Address of Employer		Citizenship
Chaim Katzman, Chairman of the Board of Directors 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Chairman of the Board of Gazit		c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		US, Israel
Dor J. Segal, Executive Vice Chairman of the Board of Directors 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada		Chairman of First Capital Realty		First Capital Realty 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada		US, Canada, Israel
Yair Orgler, Director Mordechai Maier 7/19, Tel-Aviv, Israel		Professor Emeritus of the Management Faculty, Tel-Aviv University		Tel-Aviv University Department of Finance The Leon Recanati Graduate School of Business Administration Box 39010 Ramat Aviv, Tel Aviv 69978 Israel		Israel
Haim Ben-Dor, Director 14 Nili Street, Jerusalem, Israel		Corporate Consultant		Haim Ben-Dor 14 Nili Street, Jerusalem, Israel		Israel
Zehavit Cohen, Director		Managing Partner		Apax Partners Israel Ltd. c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel   Berkovich 4, the MuseumTower, 22 Fl., Tel Aviv, 6423806 Israel		Israel
Noga Knaz, Director 6 Sasha Argov Street, Tel-Aviv, Israel		General Manager		Rosario Capital Ltd. 2 Weitzman St., Amot Investment Tower Tel Aviv, Israel 64239		Israel

 

 

Name, Position with Gazit & Address

Present Principal Occupation

Name and Address of Employer

Citizenship

Douglas Sesler Director		Private Real Estate Investor; Executive Vice President for Real Estate,  Macy's, Inc.		54 Northway Bronxville, NY 10708		US
Ronnie Bar-On Director		Corporate Director		Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Israel
Rachel Lavine Director Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		CEO and Director, Gazit		Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Israel
Adi Jemini, Chief Financial Officer Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Chief Financial Officer, Gazit		Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Israel
Romano Vaisenberger, Vice President and Controller Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Vice President and Controller, Gazit		Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Israel
Liad Barzilai Vice President and Chief Investment Officer Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Chief Investment Officer, Gazit		Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Israel

 

Gazit is traded on the Tel Aviv Stock Exchange (TASE), on the New York Stock Exchange (NYSE), and on the Toronto Stock Exchange (TSX) under the ticker symbol “GZT.” Approximately 50.8% of Gazit’s ordinary shares (the “Ordinary Shares”) are owned directly or indirectly by Norstar Holdings Inc. (“Norstar”), a publicly traded company listed on the Tel Aviv Stock Exchange under the ticker “NSTR.” Chaim Katzman, Chairman of the Board of Directors of Gazit, controls 43% of the ordinary shares of Norstar (including 18.2% of its ordinary shares held by First U.S. Financial, LLC, or FUF) and is Chairman of the Board of Norstar. Dor J. Segal, Executive Vice-Chairman of Gazit and Vice-Chairman of Norstar, holds 8.8% of the ordinary shares of Norstar and Erica Ottosson (wife of Mr. Segal) holds 5.8% of the ordinary shares of Norstar. Mr. Katzman was granted an irrevocable proxy by FUF to vote, at his discretion, the shares of Norstar held by FUF. FUF is owned by Mr. Katzman, including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly (51.4%); Erica Ottosson (22.6%); and Martin Klein (26%). In addition, Mr. Katzman was granted an irrevocable proxy by Erica Ottosson to vote her shares of FUF stock with respect to all matters at FUF shareholder meetings. On January 30, 2013, Mr. Katzman, together with related parties (collectively, the “Katzman Group”) and Mr. Segal, Ms. Ottosson, together with related parties (collectively, the “Segal Group”), entered into a shareholders agreement (the “Shareholders Agreement”), with respect to their outstanding shares in Norstar (see Item 6 below). Accordingly, even though Gazit’s board of directors includes a majority of independent directors, Mr. Katzman may deemed to control Gazit while Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of Gazit. The public stockholders of Gazit own approximately 49% of the Ordinary Shares.

 

 

The name, residence or business address, present principal occupation and the name and address of any corporation or organization in which such employment is conducted and the citizenship of each of the executive officers and directors of Norstar are set forth below.

 

Covered Persons with Respect to Norstar

 

Name, Position with Gazit & Address		Present Principal Occupation		Name and Address of Employer		Citizenship
Chaim Katzman, Chairman of the Board of Directors 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Chairman of the Board of Gazit		c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		US, Israel
Bat-Ami Katzman-Gordon Director c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Project Manager, Cancer Genomics; University of Miami, Miami, Florida		Bat-Ami Katzman c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		US
Dor J. Segal, Vice Chairman of the Board of Directors and CEO c/o First Capital Realty 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada		Chairman of First Capital Realty Inc.		First Capital Realty Inc. 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada		US, Canada, Israel
Juda Elrich Director 18, Herzfeld Street, Kiryat Ono, Israel		Independent Accountant		Juda Elrich 18, Herzfeld Street, Kiryat Ono, Israel		Israel
Eli Shahar Director; 36 Shai Agnon Tel-Aviv, Israel		Corporate Consultant		Eli Shahar 36 Shai Agnon Tel-Aviv, Israel		Israel

 

 

Name, Position with Gazit & Address

Present Principal Occupation

Name and Address of Employer

Citizenship

Aviad (Adi) Armoni Director 19 Yehuda Hanasi Street, Tel Aviv, Israel		Dean of the Business School at The College of Management Academic Studies; Head of Graduate School of Business; Chairman, founder and owner of KBIS Ltd.;		A. Bina Consultancy and Management Ltd. 19 Yehuda Hanasi Street, Tel Aviv, Israel		Israel
Dina Ben-Ari Director 3951 194 TR. Sunny Isles Florida 33160		Head of Friends of the IDF, Miami, Florida		c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		US, Israel
Varda Zuntz   Norstar Israel, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Company Secretary, Norstar		Norstar Israel, Ltd. 1 Hashalom Road Tel Aviv, 67892		Israel
Romano Vaisenberger, Vice President and Controller Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Vice President and Controller		Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Israel
Zvi Gordon Chief Investment Officer Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel		Vice President of Mergers and Acquisitions		c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179		Israel

 

 

Covered Persons with Respect to MGN, 1995, MGN-A and First Generation

 

Name, Position with MGN, 1995, MGN-A, and First Generation & Address		Present Principal Occupation		Name and Address of Employer		Citizenship
Chaim Katzman* President and Director
Dor J. Segal* Executive Vice President and Director
Rachel Lavine* Director
Adi Jemini,* Chief Financial Officer

 

*	See information provided for Covered Persons with Respect to Gazit, above.

 

Covered Persons with Respect to MGN America and MGN USA

 

Name, Position with MGN America, and MGN USA & Address		Present Principal Occupation		Name and Address of Employer		Citizenship
Chaim Katzman* President
Dor J. Segal* Executive Vice President
Adi Jemini* Chief Financial Officer, Treasurer and Secretary

 

*	See information provided for Covered Persons with Respect to Gazit, above.

 

Covered Persons with Respect to GAA

 

Name, Position with GAA & Address		Present Principal Occupation		Name and Address of Employer		Citizenship
Dor J. Segal* President and Chairman, Director
Chaim Katzman* Director
Rachel Lavine* Director
Alex Correia Secretary and Director		Company Secretary		First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada		Canada

 

Covered Persons with Respect to Silver Maple and Ficus

 

Name, Position with Silver Maple and Ficus & Address		Present Principal Occupation		Name and Address of Employer		Citizenship
Dor J. Segal* President and Director
Chaim Katzman* Director
Rachel Lavine* Director
Alex Correia** Executive Vice President and Secretary

 

*	See information provided for Covered Persons with Respect to Gazit, above.

**

See information provided for Covered Persons with Respect GAA, above.

 

 

Item 4. Purpose of Transaction.

 

Item 4 is amended and restated in its entirety as follows:

 

On November 14, 2016, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Regency Centers Corporation, a Florida corporation (“Regency”), pursuant to which the Issuer will merge with and into Regency, with Regency surviving the merger (the “Merger”). The Merger Agreement provides, among other things, that at the effective time of the Merger, each share of the Issuer’s common stock, par value $0.01 (the “Issuer Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (other than shares of the Issuer owned directly by the Issuer or by Regency, and in each case not held on behalf of third parties) will be converted into the right to receive 0.45 of a newly issued share of common stock of Regency, par value $0.01 (“Regency Common Stock”). The closing of the Merger is subject to certain conditions and the Merger Agreement may be terminated by the parties thereto in certain circumstances. 

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed herewith as Exhibit 3 and incorporated herein by reference.

 

Also on November 14, 2016, concurrently with the execution of the Merger Agreement, Gazit, MGN-A, First Generation, Silver Maple, MGN, MGN America, MGN USA and Ficus (together, the “Stockholders”) entered into a Voting Agreement (the “Voting Agreement”) with Regency. Pursuant to the Voting Agreement, among other things, the Stockholders agreed that they will vote the shares of the Issuer Common Stock beneficially owned by them:

 

(i)

in favor of approval of the Merger; and

 

	(ii)	against (a) any Acquisition Proposal, Acquisition Agreement (each as defined in the Merger Agreement) or any of the transactions contemplated thereby, (b) any action which would reasonably be expected to materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (c) any action which would reasonably be expected to result in a material breach of any representation, warranty, covenant or agreement of the Issuer in the Merger Agreement.

In addition, except for a Permitted Transfer (as defined in the Voting Agreement) the Stockholders agreed not to transfer any of the Issuer Common Stock or deposit any of the Issuer Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to such shares or grant any proxy (except as otherwise provided therein) or power of attorney with respect thereto.

 

The Voting Agreement automatically terminates upon the earliest of:

 

(i)

the effective time of the Merger;

 

(ii)

the delivery of written notice by Gazit to Regency at any time following a Change in Eagle Recommendation (as defined in the Merger Agreement) made in compliance with the Merger Agreement;

 

(iii)

the date and time the Merger Agreement shall have been terminated pursuant to Article VII thereof; and

 

(iv)

the mutual written consent of the parties to terminate the Voting Agreement.

 

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is filed herewith as Exhibit 4 and incorporated herein by reference.

 

 

In addition, on November 14, 2016, the Stockholders entered into a Governance Agreement (the “Governance Agreement”) with Regency. Pursuant to the Governance Agreement, among other things, upon the completion of the Merger, the board of directors of Regency (the “Regency Board”) will appoint Mr. Katzman as a director, non-executive Vice Chairman and member of the Investment Committee of the Regency Board, and Regency is required to nominate Mr. Katzman to the Regency Board and solicit votes for his election for so long as the Stockholders and their affiliates beneficially own more than 7% of the Regency Common Stock outstanding as of immediately after the effective time of the Merger. The Governance Agreement also provides that in the event of Mr. Katzman’s death, disability, resignation or removal, or failure of Mr. Katzman to be re-elected, the Stockholders will have the right to designate a different person to be appointed the Regency Board, which person must be reasonably acceptable to the Regency Board. The Stockholders will be subject to customary standstill restrictions during the Standstill Period (as defined in the Governance Agreement) following closing and during this period the Stockholders are required to vote all shares of Regency Common Stock beneficially owned in favor of all director nominees recommended by the Board and against any proposals to remove any of Regency’s directors. In addition, pursuant to the Governance Agreement, the Stockholders will receive certain registration rights.

 

The foregoing description of the Governance Agreement does not purport to be complete and is qualified in its entirety by reference to the Governance Agreement, which is filed herewith as Exhibit 5 and incorporated herein by reference.

 

Item 5. Interests in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

The aggregate percentage of Shares reported beneficially owned by each Reporting Person as of the date of filing of this Schedule 13D is based upon 145,142,192 Shares issued and outstanding, as reported by the Issuer on November 2, 2016.

 

Chaim Katzman

 

(a)

Aggregate Number of Shares beneficially owned: 49,989,911 (34.4% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 357,404

 

(ii)

Shared power to vote or to direct the vote: 49,632,507

 

(iii)

Sole power to dispose or to direct the disposition of: 258,242

 

(iv)

Shared power to dispose or to direct the disposition of: 49,632,507

 

Mr. Katzman may be deemed to control Gazit. Of the Shares beneficially owned by Mr. Katzman as of the date of this filing:

 

●

Mr. Katzman has sole voting power over 357,404 Shares and has sole dispositive power over 258,242 held directly by him and indirectly through family trusts, which he controls (not including 30,708 Shares held of record by family members); and

 

●

Mr. Katzman shares voting power and dispositive authority over 5,648,134 Shares with Gazit, MGN and MGN USA, as such Shares are directly held by MGN and MGN USA, which are wholly-owned subsidiaries of Gazit, which Mr. Katzman may be deemed to control; and

 

●

Mr. Katzman shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

●

Mr. Katzman shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN, MGN-A and MGN America, as such Shares are directly held by MGN-A and MGN America, which are wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

 

●

Mr. Katzman shares voting and dispositive authority over 8,893,208 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

●

Mr. Katzman shares voting and dispositive authority over 5,386,856 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c)

Mr. Katzman has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Katzman.

 

(e)

Not applicable.

 

Dor J. Segal

 

(a)

Aggregate Number of Shares beneficially owned: 49,677,957 (34.2% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 5,250

 

(ii)

Shared power to vote or to direct the vote: 49,672,707

 

(iii)

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

 

(v)

Shared power to dispose or to direct the disposition of: 49,672,707

 

Mr. Segal may be deemed to be a beneficial owner of Gazit. Of the Shares beneficially owned by Mr. Segal as of the date of this filing:

 

●

Mr. Segal has sole voting power over 5,250 Shares of unvested restricted stock.

 

●

Mr. Segal shares voting and dispositive authority over 40,200 Shares held jointly with Mr. Segal’s spouse, Erica Ottosson.

 

●

Mr. Segal shares voting and dispositive authority over 5,648,134 Shares with Gazit, MGN and MGN USA, as such Shares are directly held by MGN and MGN USA, which are wholly-owned subsidiaries of Gazit, which Mr. Segal may be deemed to be a beneficial owner of; and

 

●

Mr. Segal shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to be a beneficial owner of; and

 

●

Mr. Segal shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN, MGN-A and MGN America, as such Shares are directly held by MGN-A and MGN America, which are wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to be a beneficial owner of; and

 

●

Mr. Segal shares voting and dispositive authority over 8,893,208 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to be a beneficial owner of; and

 

●

Mr. Segal shares voting and dispositive authority over 5,386,856 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Mr. Segal may be deemed to be beneficial owner of.

 

 

(c)

Mr. Segal has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Segal.

 

(e)

Not applicable.

 

Erica Ottosson

 

(a)

Aggregate Number of Shares beneficially owned: 49,672,707 (34.2% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 49,672,707

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 49,672,707

 

Ms. Ottosson may be deemed be a beneficial owner of Gazit. Of the Shares beneficially owned by Ms. Ottosson as of the date of this filing:

 

●

Ms. Ottosson shares voting and dispositive authority over 40,200 Shares held jointly with Mr. Segal.

 

●

Ms. Ottosson shares voting and dispositive authority over 5,648,134 Shares with Gazit, MGN and MGN USA, as such Shares are directly held by MGN and MGN USA, which are wholly-owned subsidiaries of Gazit, which Ms. Ottosson may be deemed to be a beneficial owner of; and

 

●

Ms. Ottosson shares voting and dispositive authority over 10,812,312 Shares with Gazit, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to be a beneficial owner of; and

 

●

Ms. Ottosson shares voting and dispositive authority over 18,891,997 Shares with Gazit, MGN, MGN-A and MGN America, as such Shares are directly held by MGN-A and MGN America, which are wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to be a beneficial owner of; and

 

●

Ms. Ottosson shares voting and dispositive authority over 8,893,208 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to be a beneficial owner of; and

 

●

Ms. Ottosson shares voting and dispositive authority over 5,386,856 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which Ms. Ottosson may be deemed to be a beneficial owner of.

 

(c)

Ms. Ottosson has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ms. Ottosson.

 

(e)

Not applicable.

 

 

Gazit

 

(a)

Aggregate Number of Shares beneficially owned: 49,632,507 (34.2% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 49,632,507

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 49,632,507

 

Of the Shares beneficially owned by Gazit as of the date of this filing:

 

●

Gazit shares voting and dispositive authority over 5,648,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN and MGN USA, as such Shares are directly held by MGN and MGN USA, which are wholly-owned subsidiaries of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

Gazit shares voting and dispositive authority over 10,812,312 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN, 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

Gazit shares voting and dispositive authority over 18,891,997 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN, MGN-A and MGN America, as such Shares are directly held by MGN-A and MGN America, which are wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

Gazit shares voting and dispositive authority over 8,893,208 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, GAA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

Gazit shares voting and dispositive authority over 5,386,856 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, GAA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

Gazit has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Gazit.

 

(e)

Not applicable.

 

 

MGN

 

(a)

Aggregate Number of Shares beneficially owned 35,352,443 (24.4% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 35,352,443

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 35,352,443

 

Of the Shares beneficially owned by MGN as of the date of this filing:

 

●

MGN shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, and Gazit, as such Shares are held directly by MGN, MGN-A and 1995, wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

MGN shares voting and dispositive authority over 5,648,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN USA and Gazit, as such shares are held directly by MGN and MGN USA, which are wholly-owned subsidiaries of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

MGN shares voting and dispositive authority over 18,891,997 Shares it beneficially owns with MGN-A and MGN America, as such Shares are directly held by MGN-A and MGN America, which are wholly-owned subsidiaries of MGN; and

 

●

MGN shares voting and dispositive authority over 10,812,312 Shares it beneficially owns with 1995 and First Generation, as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, a wholly-owned subsidiary of MGN.

 

(c)

MGN has not effected any transactions in the Shares during the past 60 days, other than the contribution of 5,406,380 Shares on October 25, 2016, to its wholly-owned subsidiary MGN USA.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN.

 

(e)

Not applicable.

 

1995

 

(a)

Aggregate Number of Shares beneficially owned: 10,812,312 (7.4% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 10,812,312

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 10,812,312

 

Of the Shares beneficially owned by 1995 as of the date of this filing:

 

●

1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and First Generation as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

 

(c)

1995 has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by 1995.

 

(e)

Not applicable.

 

First Generation

 

(a)

Aggregate Number of Shares beneficially owned: 10,812,312 (7.4% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 10,812,312

 

(iii)

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

 

(vi)

Shared power to dispose or to direct the disposition of: 10,812,312

 

Of the Shares beneficially owned by First Generation as of the date of this filing:

 

●

First Generation shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and 1995 as such Shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

First Generation has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by First Generation.

 

(e)

Not applicable.

 

MGN-A

 

(a)

Aggregate Number of Shares beneficially owned: 18,891,997 (13.0% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 18,891,997

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 18,891,997

 

 

Of the Shares beneficially owned by MGN-A as of the date of this filing:

 

●

MGN-A shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, MGN and MGN America, as such Shares are directly held by MGN-A and MGN America, which are wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

MGN-A has not effected any transactions in the Shares during the past 60 days, other than the contribution of 12,822,150 Shares on October 25, 2016, to its wholly-owned subsidiary MGN America.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN-A.

 

(e)

Not applicable.

 

MGN USA

 

(a)

Aggregate Number of Shares beneficially owned: 5,406,380 (3.7% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 5,406,380

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 5,406,380

 

Of the Shares beneficially owned by MGN USA as of the date of this filing:

 

●

MGN USA shares voting and dispositive authority over all Shares it beneficially owns with MGN, as such Shares are directly held by MGN USA, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

MGN USA has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN USA.

 

(e)

Not applicable.

 

MGN America

 

(a)

Aggregate Number of Shares beneficially owned: 12,822,150 (3.7% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 12,822,150

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 12,822,150

 

 

Of the Shares beneficially owned by MGN America as of the date of this filing:

 

●

MGN America shares voting and dispositive authority over all Shares it beneficially owns with MGN and MGN-A, as such Shares are directly held by MGN America, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

MGN America has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN America.

 

(e)

Not applicable.

 

GAA

 

(a)

Aggregate Number of Shares beneficially owned: 14,280,064 (9.8% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 14,280,064

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 14,280,064

 

Of the Shares beneficially owned by GAA as of the date of this filing:

 

●

GAA shares voting and dispositive authority over 8,893,208 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of; and

 

●

GAA shares voting and dispositive authority over 5,386,856 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

GAA has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by GAA.

 

(e)

Not applicable.

 

 

Silver Maple

 

(a)

Aggregate Number of Shares beneficially owned: 8,893,208 (6.1% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 8,893,208

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 8,893,208

 

Of the Shares beneficially owned by Silver Maple as of the date of this filing:

 

●

Silver Maple shares voting and dispositive authority over 8,893,208 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and GAA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is itself a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

Silver Maple has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Silver Maple.

 

(e)

Not applicable.

 

Ficus

 

(a)

Aggregate Number of Shares beneficially owned: 5,386,856 (3.7% of the Shares).

 

(b)

Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 5,386,856

 

(iii)

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

 

(iv)

Shared power to dispose or to direct the disposition of: 5,386,856

 

Of the Shares beneficially owned by Ficus as of the date of this filing:

 

●

Ficus shares voting and dispositive authority over 5,386,856 Shares it beneficially owns with Mr. Katzman, Mr. Segal, Ms. Ottosson, Gazit, and GAA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which itself is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman and which Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of.

 

(c)

Ficus has not effected any transactions in the Shares during the past 60 days.

 

(d)

Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ficus.

 

(e)

Not applicable.

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is amended and restated in its entirety as follows:

 

The information set forth in Item 4 is hereby incorporated by reference into this Item 6.

 

Item 7. Materials to be Filed as Exhibits.

 

Item 7 is amended and restated in its entirety as follows:

 

Exhibit		Description
1.		Consent and Agreement to Joint Filing, by and among the Reporting Persons, dated January 31, 2013 (incorporated by reference to Exhibit 1 to Amendment No. 19, filed with the SEC on February 4, 2013).
2.		Stockholders Agreement, dated January 30, 2013, by and among, Mr. Chaim Katzman , First US Financial LLC, Mr. Dor J. Segal, and Mrs. Erica Ottosson (incorporated by reference to Exhibit 2 to Amendment No.19, filed with the SEC on February 4, 2013).
3.		Agreement and Plan of Merger, dated November 14, 2016, by and between the Issuer and Regency Centers Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Equity One, Inc. with the SEC on November 15, 2016).
4.		Voting Agreement, dated November 14, 2016, by and among Regency Centers Corporation, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC and Ficus, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Regency Centers Corp with the SEC on November 15, 2016).
5.		Governance Agreement, dated November 14, 2016, by and among Regency Centers Corporation, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC and Ficus, Inc. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Regency Centers Corporation with the SEC on November 15, 2016).

 

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	CHAIM KATZMAN
Date: November 17, 2016	By:	/s/ Chaim Katzman
	DOR J. SEGAL
Date: November 17, 2016	By:	/s/ Dor J. Segal
	ERICA OTTOSSON
Date: November 17, 2016	By:	/s/ Erica Ottosson
	GAZIT-GLOBE, LTD.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Chairman
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Chief Financial Officer
	M G N (USA) INC.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory
	MGN AMERICA, LLC.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory

 

Signature page to EQY Schedule 13D/A

 

	MGN (USA) 2016, LLC.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory
	MGN AMERICA 2016, LLC
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory
	GAZIT AMERICA, INC.
Date: November 17, 2016	By:	/s/ Dor J. Segal
	Name:	Dor J. Segal
	Title:	President and Chairman
Date: November 17, 2016	By:	/s/ Alex Correia
	Name:	Alex Correia
	Title:	Secretary
	SILVER MAPLE (2001), INC.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory
	FICUS, INC.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory

 

Signature page to EQY Schedule 13D/A

 

 

	GAZIT (1995), INC.
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory
	GAZIT FIRST GENERATION LLC
Date: November 17, 2016	By:	/s/ Chaim Katzman
	Name:	Chaim Katzman
	Title:	Authorized Signatory
Date: November 17, 2016	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Authorized Signatory

 

Signature page to EQY Schedule 13D/A