Filing Details
- Accession Number:
- 0000902664-17-002662
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-16 16:34:27
- Filed By:
- FrontFour Capital Group
- Company:
- Granite Reit Inc.
- Filing Date:
- 2017-06-16
- 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. 3)* | |
| 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) | |
| June 15, 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 21 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. 3 (“Amendment No. 3”) 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”), Amendment No. 1 filed with the SEC on May 8, 2017 (“Amendment No. 1”) and Amendment No. 2 filed with the SEC on May 30, 2017 (“Amendment No. 2” and, together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 4, 5 and 7 as set forth below. This Amendment No. 3 constitutes an “exit filing” for the Reporting Persons.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| As previously disclosed in Amendment No. 2, on May 26, 2017, the Reporting Persons filed an information circular / proxy statement (the “Information Circular / Proxy Statement”) disclosing the names and qualifications of Al Mawani, Peter Aghar and Samir Manji, each a nominee of the Reporting Persons in connection with the election of trustees and directors to the boards of the REIT and GP, respectively, at the joint Annual General Meetings of the REIT unitholders and the GP shareholders on June 15, 2017 (the “Annual General Meetings”). | |
| On June 14, 2017, Granite Real Estate Investment Trust and Granite REIT Inc. issued a joint press release disclosing that three incumbent directors and trustees, Wesley Voorheis, former Chairman; Peter Dey, former Vice-Chairman; and Brydon Cruise, former Chair of the Compensation Committee, would not be standing for reelection to the boards of the REIT and GP, respectively, at the Annual General Meetings. On June 15, 2017, at the Annual General Meetings, the REIT unitholders and the GP shareholders elected each of Al Mawani, Peter Aghar and Samir Manji (all three nominees of the Reporting Persons) as a trustee and director of the REIT and GP, respectively. | |
| Pursuant to the terms of the Group Agreement dated April 25, 2017, by and between FrontFour Capital and Sandpiper GP, on June 16, 2017, the Reporting Persons terminated their status as a “group” with respect to the Stapled Units for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. | |
| Also on June 14, 2017, the Reporting Persons issued a press release regarding the foregoing (the “June 14 Press Release”). The foregoing summary of the June 14 Press Release is qualified in its entirety by reference to the full text of the June 14 Press Release, a copy of which is attached hereto as Exhibit 9, and is incorporated by reference herein. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5(e) of the Schedule 13D is hereby amended and restated as follows: | |
| (e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Stapled Units as of June 16, 2017. | |
| Item 7. | EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit | Description |
| 9 | Press Release, dated June 14, 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: June 16, 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 | ||