Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Innovative Industrial Properties, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45781V101

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 45781V101		Schedule 13G		Page 2 of 8

 

1.		Name of Reporting Persons:   Serenity Trading, LLC
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization:   Illinois

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power:   0
				6.		Shared Voting Power:   0
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:   0
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9):   0.0% (1)
12.		Type of Reporting Person (See Instructions):   OO

 

(1)

Calculated based on 3,501,147 shares of common stock, par value $0.001 per share (Common Shares), of Innovative Industrial Properties, Inc. (the Company) outstanding, according to the Registration Statement on Form S-3 (File No. 333-221881) filed with the Securities and Exchange Commission (SEC) on December 1, 2017.

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CUSIP No. 45781V101		Schedule 13G		Page 3 of 8

 

1.		Name of Reporting Persons:   Serenity Investments, LLC
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization:   Alaska

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power:   0
				6.		Shared Voting Power:   0
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:   0
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9):   0.0% (1)
12.		Type of Reporting Person (See Instructions):   OO, HC

 

(1)	Calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form S-3 (File No. 333-221881) filed with the SEC on December 1, 2017.

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CUSIP No. 45781V101		Schedule 13G		Page 4 of 8

 

1.		Name of Reporting Persons:   Stephen G. Schuler
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization:   United States

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power:   0
				6.		Shared Voting Power:   50,848
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   50,848

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:   50,848
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9):   1.5% (1)
12.		Type of Reporting Person (See Instructions):   IN, HC

 

(1)	Calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form S-3 (File No. 333-221881) filed with the SEC on December 1, 2017.

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CUSIP No. 45781V101		Schedule 13G		Page 5 of 8

 

1.		Name of Reporting Persons:   Mary Jo Schuler
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization:   United States

Number of Shares  Beneficially  Owned by Each Reporting Person With				5.		Sole Voting Power:   0
				6.		Shared Voting Power:   50,848
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   50,848

9.		Aggregate Amount Beneficially Owned by Each Reporting Person:   50,848
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9):   1.5% (1)
12.		Type of Reporting Person (See Instructions):   IN, HC

 

(1)	Calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form S-3 (File No. 333-221881) filed with the SEC on December 1, 2017.

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Item 1.

(a)    Name of Issuer

Innovative Industrial Properties, Inc.

(b)    Address of Issuers Principal Executive Offices:

11440 West Bernardo Court, Suite 220

San Diego, California 92127

 

Item 2.

(a)    Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons):

Serenity Trading, LLC (Serenity Trading)

Serenity Investments, LLC (Serenity Investments)

Stephen G. Schuler

Mary Jo Schuler

This Statement also relates to Common Shares owned by the Schuler Family GST Trust dated June 6, 2003 (the Trust).

(b)    Address of Principal Business Office

1010 Lake Street, #200

Oak Park, IL 60301

(c)    Citizenship

Serenity Trading: Illinois

Serenity Investments: Alaska

Stephen G. Schuler: United States

Mary Jo Schuler: United States

(d)    Title of Class of Securities:

Common Stock, par value $0.001 per share

(e)    CUSIP Number:

45781V101

 

Item 3.

Type of Filing.

Not Applicable.

 

Item 4.

Ownership.

Each of Stephen G. Schuler and Mary Jo Schuler may be deemed the beneficial owner of 50,848 Common Shares directly held by the Trust, which is approximately 1.5% of the Common Shares outstanding; Serenity Trading no longer directly holds any Common Shares. The foregoing percentage was calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form S-3 (File No. 333-221881) filed with the SEC on December 1, 2017.

Serenity Investments is the sole member of Serenity Trading. Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in Serenity Investments that together represent all of the outstanding equity of Serenity Investments. In such capacities, each of Serenity Investments, Stephen G. Schuler and Mary Jo Schuler share voting and dispositive power with respect to the Common Shares held by Serenity Trading. In addition, Stephen G. Schuler and Mary Jo Schuler may be deemed, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, to share voting and dispositive power with respect to the Common Shares held by the Trust.

Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by such Reporting Person that he or she is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

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Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

 

Item 6.

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

Not Applicable.

 

Item 7.

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

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2018

 

 

 

 

 

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