Filing Details
- Accession Number:
- 0000902664-17-002490
- Form Type:
- 13D Filing
- Publication Date:
- 2017-05-26 18:52:54
- Filed By:
- FrontFour Capital Group
- Company:
- Granite Reit Inc.
- Filing Date:
- 2017-05-30
- 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 |
|---|---|---|---|---|---|---|
| FrontFour Capital Group | 0 | 1,065,376 | 0 | 1,065,376 | 1,065,376 | (see% |
| FrontFour Value Fund | 0 | 703,500 | 0 | 703,500 | 703,500 | (see% |
| FrontFour Value GP Inc | 0 | 703,500 | 0 | 703,500 | 703,500 | (see% |
| FrontFour Master Fund, Ltd | 0 | 641,357 | 0 | 641,357 | 641,357 | (see% |
| FrontFour Opportunity Fund | 0 | 26,624 | 0 | 26,624 | 26,624 | (see% |
| FrontFour Capital Corp | 0 | 26,624 | 0 | 26,624 | 26,624 | (see% |
| Stephen Loukas | 0 | 1,795,500 | 0 | 1,795,500 | 1,795,500 | (see% |
| David A. Lorber | 0 | 1,795,500 | 0 | 1,795,500 | 1,795,500 | (see% |
| Zachary George | 0 | 1,795,500 | 0 | 1,795,500 | 1,795,500 | (see% |
| Sandpiper Asset Management Inc | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| Sandpiper Real Estate Fund Limited Partnership | 0 | 255,225 | 0 | 255,225 | 255,225 | (see% |
| Stone Opportunity Limited Partnership | 0 | 868,850 | 0 | 868,850 | 868,850 | (see% |
| Sandpiper GP Inc | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| Samir A. Manji | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| Salim Aziz Manji | 0 | 1,124,075 | 0 | 1,124,075 | 1,124,075 | (see% |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
| Granite Real Estate Investment Trust Granite REIT Inc. | |
| (Name of Issuer) | |
| Stapled Units, no par value per unit | |
| (Title of Class of Securities) | |
| 387437114 | |
| (CUSIP Number) | |
| Zachary George FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830 (203) 274-9050
Samir A. Manji Sandpiper Asset Management Inc. 200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6 (604) 558-4885
Walied Soliman, Esq. Heidi Reinhart, Esq. Norton Rose Fulbright Canada LLP 200 Bay Street, Suite 3800 Toronto, Ontario M5J 2Z4 (416) 216-4820
Aneliya Crawford, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2372 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| May 26, 2017 | |
| (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 20 Pages)
______________________________
* 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 PERSONS FrontFour Capital Group 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,065,376 (including options to purchase 374,800 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,065,376 (including options to purchase 374,800 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,065,376 (including options to purchase 374,800 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.26% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
| 1 | NAME OF REPORTING PERSONS FrontFour Value Fund | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 703,500 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 703,500 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 703,500 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.49% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| 1 | NAME OF REPORTING PERSONS FrontFour Value GP Inc. | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 703,500 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 703,500 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 703,500 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.49% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| 1 | NAME OF REPORTING PERSONS FrontFour 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 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 641,357 (including options to purchase 230,600 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 641,357 (including options to purchase 230,600 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,357 (including options to purchase 230,600 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.36% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| 1 | NAME OF REPORTING PERSONS FrontFour Opportunity Fund | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 26,624 (including options to purchase 16,200 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 26,624 (including options to purchase 16,200 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 26,624 (including options to purchase 16,200 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| 1 | NAME OF REPORTING PERSONS FrontFour Capital Corp. | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 26,624 (including options to purchase 16,200 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 26,624 (including options to purchase 16,200 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 26,624 (including options to purchase 16,200 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| 1 | NAME OF REPORTING PERSONS Stephen Loukas | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.81% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| 1 | NAME OF REPORTING PERSONS David A. Lorber | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.81% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| 1 | NAME OF REPORTING PERSONS Zachary George | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled Units) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.81% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| 1 | NAME OF REPORTING PERSONS Sandpiper Asset Management Inc. | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
| 1 | NAME OF REPORTING PERSONS Sandpiper Real Estate Fund Limited Partnership | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 255,225 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 255,225 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 255,225 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| 1 | NAME OF REPORTING PERSONS Stone Opportunity Limited Partnership | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 868,850 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 868,850 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 868,850 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.84% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| 1 | NAME OF REPORTING PERSONS Sandpiper GP Inc. | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| 1 | NAME OF REPORTING PERSONS Samir A. Manji | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| 1 | NAME OF REPORTING PERSONS Salim Aziz Manji | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,124,075 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,124,075 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2017 (the “Original Schedule 13D”) and Amendment No. 1 filed with the SEC on May 8, 2017 (“Amendment No. 1” and, together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”), with respect to the Stapled Units, consisting of (i) one unit, no par value per unit, of Granite Real Estate Investment Trust, an Ontario real estate investment trust (the “REIT”), and (ii) one common share, no par value per share, of Granite REIT Inc., a British Columbia corporation (the “GP”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4 and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On May 26, 2017, the Reporting Persons issued an open letter to the holders of the Stapled Units (the “May 26 Letter to Unitholders”) that (i) describes the Reporting Persons’ beliefs regarding the failures of the trustees and directors of the REIT and GP, respectively; (ii) outlines the Reporting Persons’ recommendations and action plan to restore unitholder confidence; and (iii) identifies the qualifications of the three independent trustees and directors the Reporting Persons intend to nominate for election to the board of trustees of the REIT and the board of directors of the GP, respectively, at the upcoming joint Annual General Meetings of the REIT unitholders and the GP shareholders to be held on June 15, 2017 (the “Annual General Meetings”). Also on May 26, 2017, the Reporting Persons filed an information circular / proxy statement (the “Information Circular / Proxy Statement”) and a related form of proxy (the “Form of Proxy”) with respect to the Annual General Meetings and issued a press release regarding the same (the “May 26 Press Release”). The Information Circular / Proxy Statement (which includes the May 26 Letter to Unitholders), the Form of Proxy and the May 26 Press Release have been filed under the SEDAR profiles of each of the REIT and the GP at www.sedar.com. The foregoing summaries of the May 26 Letter to Unitholders, the Information Circular / Proxy Statement, the Form of Proxy and the May 26 Press Release are qualified in their entirety by reference to the full text of the May 26 Letter to Unitholders, the Information Circular / Proxy Statement, the Form of Proxy and the May 26 Press Release, copies of which are attached hereto as Exhibits 5, 6, 7 and 8, respectively, and are incorporated by reference herein. | |
| Item 7. | EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit | Description |
| 5 | Letter to Unitholders, dated May 25, 2017. |
| 6 | Information Circular / Proxy Statement, dated May 25, 2017. |
| 7 | Form of Proxy |
| 8 | Press Release, dated May 26, 2017. |
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.
DATE: May 26, 2017
| FRONTFOUR CAPITAL GROUP LLC | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Managing Member | ||
| FRONTFOUR VALUE FUND | ||
| By: | FrontFour Value GP Inc., its general partner | |
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Director | ||
| FRONTFOUR VALUE GP INC. | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Director | ||
| FRONTFOUR MASTER FUND, LTD. | ||
| By: | FrontFour Capital Group LLC., its investment manager | |
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Managing Member | ||
| FRONTFOUR OPPORTUNITY FUND | ||
| By: | FrontFour Capital Corp., its investment manager | |
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Principal | ||
| FRONTFOUR CAPITAL CORP. | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Principal | ||
| By: | /s/ Stephen Loukas | |
| Name: Stephen Loukas | ||
| By: | /s/ David A. Lorber | |
| Name: David A. Lorber | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| SANDPIPER ASSET MANAGEMENT INC. | ||
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| SANDPIPER REAL ESTATE FUND LIMITED PARTNERSHIP | ||
| By: | Sandpiper GP Inc., its general partner | |
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| STONE OPPORTUNITY LIMITED PARTNERSHIP | ||
| By: | Sandpiper GP Inc., its general partner | |
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| SANDPIPER GP INC. | ||
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Samir A. Manji | |
| Name: Samir A. Manji | ||
| By: | /s/ Salim Aziz Manji | |
| Name: Salim Aziz Manji | ||