gazit13da.htm

As filed with the Securities and Exchange Commission on August 8, 2007

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Equity One, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

294752100

(CUSIP Number)

Mark Schonberger, Esq.

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

(212) 318-6906

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

August 6, 2007

(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 |_|.

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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SCHEDULE 13D

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			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				\|_\|
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 684,868
		8	SHARED VOTING POWER 32,904,265.717
		9	SOLE DISPOSITIVE POWER 684,868
		10	SHARED DISPOSITIVE POWER 33,004,265.717
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,689,133.717
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.64%
14	TYPE OF REPORTING PERSON IN

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SCHEDULE 13D

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			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				\|_\|
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 33,004,265.717
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 33,004,265.717
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,004,265.717
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.71%
14	TYPE OF REPORTING PERSON CO

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SCHEDULE 13D

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			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				\|_\|
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 17,757,498.671
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 17,757,498.671
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,757,498.671
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.06%
14	TYPE OF REPORTING PERSON CO

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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			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				\|_\|
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,355,024.057
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,355,024.057
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,355,024.057
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.61%
14	TYPE OF REPORTING PERSON CO

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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			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 5,283,829.367
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,283,829.367
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,283,829.367
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.16%
14	TYPE OF REPORTING PERSON CO

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Capital Realty
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 13,983,570
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 13,983,570
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,983,570
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.94%
14	TYPE OF REPORTING PERSON CO

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Capital America Holding Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 13,983,570
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 13,983,570
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,983,570
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.94%
14	TYPE OF REPORTING PERSON CO

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silver Maple, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				\|_\|
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,315,363
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,315,363
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,315,363
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.26%
14	TYPE OF REPORTING PERSON CO

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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			(a) \|X\| (b) \|_\|
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 5,688,207
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,688,207
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,688,207
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				\|_\|
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.68%
14	TYPE OF REPORTING PERSON CO

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Explanatory Note: This Amendment No. 3 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), MGN America, LLC (“America”), First Capital Realty (“FCR”), First Capital America Holding Corp. (“FCA”), Silver Maple, 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 $.01each (“Shares”) of Equity One, Inc., a Maryland corporation (the “Issuer” or “Equity One”). The Initial 13D, together with Amendment No. 1 (“Amendment 1”) to the Initial 13D, filed February 26, 2003, Amendment No.2 (“Amendment 2”) to the Initial 13D, Filed July 31, 2007 and this Amendment No. 3 shall be collectively referred to herein as the “Schedule 13D.”

Item 3. Source and Amount of Funds and Other Consideration.

Item 3 is amended and restated in its entirety as follows:

The net investment cost (including broker commissions) for the Shares acquired by each of Chaim Katzman, Gazit, MGN, 1995, America, Silver Maple and Ficus is set forth in the table below. No other Reporting Person directly holds Shares.

Reporting Person	Shares Held	Approximate net Investment Cost
Chaim Katzman	684,868	¹
Gazit	1,263,197.046	$13,051,570
MGN	6,118,645.247	$72,483,449
1995	6,355,024.057	$86,991,714
America	5,283,829.367	$75,644,764
Silver Maple	8,596,712	$111,170,000
Ficus	5,386,857	$69,160,000

Total	33,689,132.717	$428,501,497.00²

All shares held by Chaim Katzman, Gazit, MGN, America and Ficus were acquired more than 60 days prior to the filing of this Schedule 13D. 4,444,424.057 shares held by 1995 and 8,235,363.0915 shares held by Silver Maple were acquired more than 60 days prior to the filing date of this Schedule 13D. The consideration for 1995’s acquisitions of the Issuer’s stock during the past 60 days was cash available on hand and from borrowings made in the ordinary course of business under a revolving credit facility. The consideration for Silver Maple’s acquisitions of the Issuer’s stock during the past 60 days was obtained from borrowings in the ordinary course of business under term loans, a revolving credit facility and through a margin account.

____________

¹ Mr. Katzman has acquired his Shares through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options.

² Excludes the Shares held directly and indirectly by Mr. Katzman not otherwise owned by another Reporting Person.

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Item 5. Interests in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety.

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 73,817,066 Shares issued and outstanding as reported by the Issuer in its most recent Quarterly Report of Form 10-Q for the Quarterly Period Ended March 31, 2007 filed with the Securities and Exchange Commission on May 4, 2007 (the “Issuer’s March 31, 2007 10-Q”).

Chaim Katzman

(a) Aggregate Number of Shares beneficially owned: 33,689,133.717 (45.64% of the Shares).

(b) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 684,868

(ii) Shared power to vote or to direct the vote: 33,004,265.717

(iii) Sole power to dispose or to direct the disposition of: 684,868

(iv) Shared power to dispose or to direct the disposition of: 33,004,265.717

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 and dispositive power of 684,868 Shares held directly by him and indirectly through family trusts, which he controls; and

·	Mr. Katzman shares voting and dispositive authority over 1,263,197.046 Shares with Gazit, as such shares are directly held by Gazit, which Mr. Katzman may be deemed to control; and

·	Mr. Katzman shares voting and dispositive authority over 6,118,645.247 Shares with Gazit and MGN, as such Shares are directly held by 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 6,355,024.057 Shares with Gazit, MGN and 1995, as such Shares are directly held by 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-

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owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

·	Mr. Katzman shares voting and dispositive authority over 5,283,829.367 Shares with Gazit, MGN and America, as such Shares are directly held by 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

Mr. Katzman shares voting and dispositive authority over 8,315,363 Shares with Gazit, FCR, FCA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control; and

Mr. Katzman shares voting and dispositive authority over 5,668,207 Shares with Gazit, FCR, FCA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control.

(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.

Gazit

(a) Aggregate Number of Shares beneficially owned: 33,004,265.717 (44.71 % 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: 33,004,265.717

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 33,004,265.717

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

·	Gazit shares voting and dispositive authority over 1,263,197.046 Shares with Mr. Katzman, as such Shares are held directly by Gazit, which Mr. Katzman may be deemed to control; and

·	Gazit shares voting and dispositive authority over 6,118,645.247 Shares with Mr. Katzman and MGN, as such Shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

·	Gazit shares voting and dispositive authority over 6,355,024.057 Shares with Mr. Katzman, MGN and 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

·	Gazit shares voting and dispositive authority over 5,283,829.367 Shares with Mr. Katzman, MGN and America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

Gazit shares voting and dispositive authority over 8,315,363 Shares with Mr. Katzman FCR, FCA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control; and

Gazit shares voting and dispositive authority over 5,668,207 Shares with Mr. Katzman FCR, FCA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control.

(e) Not applicable.

MGN

(a) Aggregate Number of Shares beneficially owned: 17,757,498.671 (24.06% of the Shares).

(b) Number of shares as to which such person has:

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(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 17,757,498.671

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 17,757,498.671

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

·	MGN shares voting and dispositive authority over 5,283,829.367 Shares it beneficially owns with America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN; and

·	MGN shares voting and dispositive authority over 6,355,024.057 Shares it beneficially owns with 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN.

(e) Not applicable.

1995

(a) Aggregate Number of Shares beneficially owned: 6,355,024.057 (8.61% 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: 6,355,024.057

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 6,355,024.057

·	1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned

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·	subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

Trade Date⁴	No. of Shares	Avg. Price Per Share(1)(2)	Total Cost(1)
6/29/07	4,000	$25.5000	$102,080.00
7/11/07	113,800	$25.4420	$2,897,575.60
7/12/07	8,400	$25.4802	$214,201.68
7/18/07	9,500	$25.4850	$242,297.50
7/20/07	103,000	$25.2291	$2,600,657.30
7/23/07	95,900	$24.9901	$2,398,468.59
7/24/07	95,900	$24.3845	$2,340,391.55
7/25/07	95,900	$24.0058	$2,304,074.22
7/26/07	95,900	$23.4984	$2,255,414.56
7/27/07	95,900	$23.3223	$2,238,526.57
7/30/07	113,100	$22.7556	$2,575,920.36
7/31/07	113,100	$23.4773	$2,657,544.63
8/01/07	113,100	$23.0649	$2,610,902.19
8/02/07	230,000	$23.9900	$5,522,300.00
8/03/07	113,100	$24.0645	$2,723,956.95
8/06/07	410,000	$23.7300	$9,737,500.00
8/07/07	100,000	$24.0727	$2,409,270.00

Totals:	1,910,600		$45,831,081.70

____________

(1) Average price per share amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.

(2) Includes broker commissions.

(e) Not applicable.

____________

³ Purchases by 1995 during the past 60 days have been made pursuant to a Rule 10b5-1 trading plan adopted in May, 2007.

⁴ Purchases made prior to August 1, 2007 were previously disclosed in Amendment 2.

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America

(a) Aggregate Number of Shares beneficially owned: 5,283,829.367 (7.16% 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: 5,283,829.367

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 5,283,829.367

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

(e) Not applicable.

FCR

(a) Aggregate Number of Shares beneficially owned: 13,983,570 (18.94% 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: 13,983,570

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 13,983,570

FCR shares voting and dispositive authority over 8,315,363 Shares it beneficially owns with Chaim Katzman, Gazit, FCA, FCR and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman; and

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FCR shares voting and dispositive authority over 5,668,207 Shares it beneficially owns with Chaim Katzman, Gazit, FCA, FCR and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.

(e) Not applicable.

FCA

(a) Aggregate Number of Shares beneficially owned: 13,983,570 (18.94% 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: 13,983,570

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 13,983,570

FCA shares voting and dispositive authority over 8,315,363 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman; and

FCA shares voting and dispositive authority over 5,668,207 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.

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(e) Not applicable.

Silver Maple

(a) Aggregate Number of Shares beneficially owned: 8,315,363 (11.26% 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: 8,315,363

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 8,315,363

Silver Maple shares voting and dispositive authority over 8,315,363 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and FCA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.

Trade Date⁵	No. of Shares	Avg. Price Per Share(1)(2)	Total Cost(1)
6/08/07	22,400	$26.53866	$594,693.88
6/11/07	27,600	$26.48475	$731,237.40
6/12/07	30,000	$26.30997	$789,602.00

Totals:	80,000		$2,115,533.28

____________

(2) Includes broker commissions.

(e) Not applicable.

____________

⁵ All purchases were previously disclosed in Amendment 2.

CUSIP No. 294752100

Page 20 of 22 Pages

(e) Not applicable.

Ficus

(a) Aggregate Number of Shares beneficially owned: 5,668,207 (7.68% 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: 5,668,207

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 5,668,207

Ficus shares voting and dispositive authority over 5,668,207 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and FCA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.

(e) Not applicable.

SIGNATURE

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: August 8, 2007	By:	/s/ Chaim Katzman

	GAZIT-GLOBE, LTD.
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: Chairman

	M G N (USA) INC.
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

	GAZIT (1995), INC.
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

	MGN AMERICA, LLC
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

	FIRST CAPITAL REALTY
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: Chairman

	FIRST CAPITAL AMERICA HOLDING CORP.
Date: August 8, 2007	By:	/s/ Karen Weaver
		Name: Karen Weaver
		Title: Vice President and Secretary

	SILVER MAPLE, INC.
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President

	FICUS, INC.
Date: August 8, 2007	By:	/s/ Chaim Katzman
		Name: Chaim Katzman
		Title: President