SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
Equity One, Inc. |
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share |
(Title of Class of Securities)
294752100 |
(CUSIP Number)
Gil Kotler 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)
December 16, 2015 |
(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 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).
CUSIP No. 294752100 | Page 2 |
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
Not Applicable | |||||
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
125,665 (1) (2) | ||||
8 | SHARED VOTING POWER
49,632,508 | |||||
9 | SOLE DISPOSITIVE POWER
125,665 | |||||
10 | SHARED DISPOSITIVE POWER
49,632,508 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,758,153 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
(1) | See Explanatory Note for Item 5. |
(2) | All Shareholdings throughout this filing have been rounded to the nearest whole number of shares. |
CUSIP No. 294752100 | Page 3 |
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
(a) x (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 OF ORGANIZATION
United States and Israel | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
41,950 (3) (4) | ||||
8 | SHARED VOTING POWER
49,632,508 | |||||
9 | SOLE DISPOSITIVE POWER
41,950 | |||||
10 | SHARED DISPOSITIVE POWER
49,632,508 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,674,458 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
(3) | Includes 5,250 shares of unvested restricted stock which Mr. Segal presently has the power to vote. |
(4) | Includes 7,050 shares of common stock held jointly with Mr. Segals spouse, Erica Ottosson. |
CUSIP No. 294752100 | Page 4 |
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
(a) x (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 OF ORGANIZATION
Canada and Sweden | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
7,050 (5) | ||||
8 | SHARED VOTING POWER
49,632,508 | |||||
9 | SOLE DISPOSITIVE POWER
7,050 | |||||
10 | SHARED DISPOSITIVE POWER
49,632,508 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,639,558 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
(5) | Includes 7,050 shares of common stock held jointly with Mr. Segal. |
CUSIP No. 294752100 | Page 5 |
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
Not Applicable | |||||
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
49,632,508 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
49,632,508 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,632,508 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 6 |
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
Not Applicable | |||||
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
35,352,444 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
35,352,444 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,352,444 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 7 |
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
Not Applicable | |||||
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
10,812,312 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
10,812,312 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 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)
8.3% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 8 |
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
(a) x (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
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
10,812,312 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
10,812,312 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 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)
8.3% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 9 |
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
Not applicable | |||||
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
18,891,997 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,891,997 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 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)
14.6% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 10 |
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
(a) x (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 OF ORGANIZATION
Ontario, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
14,280,070 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
14,280,070 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,280,070 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 11 |
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
(a) x (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 OF ORGANIZATION
Nevada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
8,893,213 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
8,893,213 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,893,213 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 12 |
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
Not Applicable | |||||
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
5,386,857 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,386,857 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,386,857 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 294752100 | Page 13 |
Explanatory Note: This Amendment No. 21 (this Amendment) to the Schedule 13D of Chaim Katzman, 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), Gazit Maple, Inc. (GMI), 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 and this Amendment No.21 shall be collectively referred to herein as the Schedule 13D.
This Amendment No. 21 reflects the following changes:
| The sale by Chaim Katzman on a net basis of 73,164 Equity One Shares between the date of Amendment No. 20 and the date hereof; |
| The receipt by Mr. Segal of 3,500 shares of restricted Equity One Shares through restricted share grants by the Issuer between the date of Amendment No. 20 and the date hereof; and |
| First Generations purchase of 600,000 Equity One Shares on March 18, 2015 in a private placement from the Issuer (the March 2015 Acquisition). |
| First Generations and MGNs sale of 1,275,000 Equity One Shares and 3,555,000 Equity One Shares on December 16, 2015 in a secondary offering by the Issuer (the Secondary Offering). |
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.
CUSIP No. 294752100 | Page 14 |
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 |
United States/Israel | ||
Dor J. Segal | 85 Hanna Avenue, Ste. 400 Toronto, Ontario M6K, Canada |
United States/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 | ||
Gazit America, Inc. (GAA) | 109 Atlantic Ave., Ste 303 Toronto, ON M6K 1X4 Canada |
Ontario, Canada | ||
Silver Maple (2001), Inc. (Silver Maple) |
109 Atlantic Ave., Ste 303 Toronto, ON M6K 1X4 Canada |
Nevada | ||
Ficus, Inc. (Ficus) | 109 Atlantic Ave., Ste 303 Toronto, ON M6K 1X4 Canada |
Delaware |
CUSIP No. 294752100 | Page 15 |
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. and 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, 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 and medical office buildings. | |
M G N (USA) INC. (MGN) | MGN is engaged in the acquisition, development and management of income producing properties in the United States and Brazil, including senior living communities and medical office buildings. MGN acts to identify and capitalize on business opportunities in its existing sectors and/or in fields that relate to its activity in its geographic areas of operations and in other areas. 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 and those of unrelated public companies. 1995 is a wholly-owned subsidiary of Gazit. | |
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 wholly-owned subsidiary of Gazit. | |
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 is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Silver Maple is a wholly owned subsidiary of GAA. | |
Ficus, Inc. (Ficus) | Ficus is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus is a wholly owned subsidiary of GAA. |
CUSIP No. 294752100 | Page 16 |
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 | |||
Arie Mientkavich, Deputy Chairman of the Board of Directors
14 Bezalel Street, Jerusalem, Israel |
Deputy Chairman of the Board of Gazit | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
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, Israel | |||
Yair Orgler, Director
19 Yaakov Zerubavel Street, Tel Baruch, 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 |
CUSIP No. 294752100 | Page 17 |
Shay Pilpel, Director
8 Ben Haim Street, Ramat Hasharon |
Chief Executive Officer | Wexford Capital Israel Ltd. c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 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 | |||
Gary Epstein Director |
Chair of the Global Corporate and Securities Department | GreenbergTraurig, LLP, an international law firm 333 SE 2nd Avenue Suite 4400 Miami, FL 33131 |
US | |||
Douglas Sesler Director |
Private Real Estate Investor | Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
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 | |||
Gil Kotler, Senior Executive Vice President and Chief Financial Officer
Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
Senior Executive Vice President and Chief Financial Officer, Gazit | Gazit-Globe Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
Israel | |||
Varda Zuntz, Corporate Secretary
Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
VP of Corporate Responsibility, Gazit |
Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
Israel |
CUSIP No. 294752100 | Page 18 |
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 |
Vice President and 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 50.2% of Gazits 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 43.6% 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 outstanding shares of Norstar and Erica Ottosson (wife of Mr. Segal) holds 5.8% of the outstanding 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 Gazits 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 50% 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
CUSIP No. 294752100 | Page 19 |
Name, Position with Norstar & Address |
Present Principal Occupation |
Name and Address of Employer |
Citizenship | |||
Chaim Katzman, Chairman of the Board of Directors
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Chairman of the Board of Issuer | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | USA, Israel | |||
Bat-Ami Katzman; Director
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Student | Bat-Ami Katzman c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
USA | |||
Dor J. Segal Vice Chairman of the Board of Directors
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 | USA, Israel | |||
Juda Erlich; Director;
18 Herzfeld Street, Kiryat Ono, Israel |
Independent Accountant | Juda Erlich 18 Herzfeld Street, Kiryat Ono, Israel | Israel | |||
Eli Shahar; Director;
36 Shai Agnon Tel-Aviv, Israel |
Director in Y. Lapidot | Eli Shahar 36 Shai Agnon Tel-Aviv, Israel |
Israel | |||
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 |
CUSIP No. 294752100 | Page 20 |
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 | USA, Israel | |||
Gil Kotler; Controller
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Senior Executive Vice President and Chief Financial Officer, Gazit | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | Israel | |||
Adi Jemini; Chief Administrative Officer
c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Chief Administrative Officer, Norstar Holdings Inc. | c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 | Israel | |||
Varda Zuntz; Company Secretary
c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel |
Company Secretary, Gazit | Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel | Israel |
Covered Persons with Respect to MGN, 1995, MGN-A and First Generation
Name, Position with MGN, 1995, MGN-A, and First |
Present Principal Occupation |
Name and Address of Employer |
Citizenship | |||
Chaim Katzman,* President and Director |
||||||
Dor J. Segal,* Vice President and Director |
||||||
Gil Kotler,* Chief Strategy Officer |
CUSIP No. 294752100 | Page 21 |
Sean Kanov, Controller, Treasurer and Secretary
c/o Gazit Group, USA 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
Executive Vice President and Chief Financial Officer | Gazit Group, USA 1696 NE Miami Gardens Drive North Miami Beach, FL 33179 |
USA |
*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,** Secretary and Director |
CUSIP No. 294752100 | Page 22 |
* | See information provided for Covered Persons with Respect to Gazit, above. |
** | See information provided for Covered Persons with Respect GAA, above. |
Item 3. | Source and Amount of Funds and Other Consideration. |
Item 3 is amended and supplemented as follows:
First Generation purchased 600,000 Issuer Shares for approximately $16,230,000 in the March 2015 Acquisition. The source of the funds was cash on hand.
Mr. Segal has acquired the 37,900 Shares (including 7,050 Shares held jointly with Ms. Ottosson) which he holds of record through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options. Mr. Segals approximate net investment cost for his Shares is $0. In addition, on September 3, 2013, Mr. Segal purchased 4,050 Shares in the market at an investment cost of $ 84,362.
Item 4. | Purpose of Transaction. |
The disclosures required by this Item 4 are incorporated by reference to the information set forth in Item 4 of the previous amendments to the Schedule 13D (except to the extent that the events described therein have already occurred and are therefore no longer relevant). Beyond as described in that information, the Reporting Persons have no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons do not rule out the possibility of effecting or seeking to effect any such actions in the future.
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 129,515,118 Shares issued and outstanding, as reported by the Issuer on December 9, 2015.
Chaim Katzman
(a) | Aggregate Number of Shares beneficially owned: 49,758,153 (38.4% of the Shares). |
(b) | Number of Shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 125,665 |
CUSIP No. 294752100 | Page 23 |
(ii) | Shared power to vote or to direct the vote: 49,632,508 |
(iii) | Sole power to dispose or to direct the disposition of: 125,665 |
(iv) | Shared power to dispose or to direct the disposition of: 49,632,508 |
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 125,665 Shares held directly by him and indirectly through family trusts, which he controls (not including (i) 39,708 Shares held of record by family members and (ii) Shares issuable on exercise of 247,905 Restricted Share Units); and |
| Mr. Katzman shares voting and dispositive authority over 5,648,134 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 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 and MGN-A, as such Shares are directly held by MGN-A, 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 8,893,213 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 5,386,857 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. |
CUSIP No. 294752100 | Page 24 |
(e) | Not applicable. |
Dor J. Segal
(a) | Aggregate Number of Shares beneficially owned: 49,674,458 (38.4% of the Shares). |
(b) | Number of Shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 41,950 |
(ii) | Shared power to vote or to direct the vote: 49,632,508 |
(iii) | Sole power to dispose or to direct the disposition of: 41,950 |
(v) | Shared power to dispose or to direct the disposition of: 49,632,508 |
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 and dispositive power of 41,950 Shares held directly by him including (i) 7,050 Shares held jointly with Mr. Segals spouse, Erica Ottosson and (ii) 5,250 Shares of unvested restricted stock which Mr. Segal has the power to vote. |
| Mr. Segal shares voting and dispositive authority over 5,648,134 Shares with Gazit and MGN, as such Shares are directly held by 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 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 and MGN-A, as such Shares are directly held by MGN-A, 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 8,893,213 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 5,386,857 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. |
CUSIP No. 294752100 | Page 25 |
(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: 49,639,558 (38.3% of the Shares). |
(b) | Number of Shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 7,050 |
(ii) | Shared power to vote or to direct the vote: 49,632,508 |
(iii) | Sole power to dispose or to direct the disposition of: 7,050 |
(iv) | Shared power to dispose or to direct the disposition of: 49,632,508 |
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 has sole voting and dispositive power over 7,050 Shares held jointly with Mr. Segal. |
| Ms. Ottosson shares voting and dispositive authority over 5,648,134 Shares with Gazit and MGN, as such Shares are directly held by 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 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 and MGN-A, as such Shares are directly held by MGN-A, 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 |
CUSIP No. 294752100 | Page 26 |
| Ms. Ottosson shares voting and dispositive authority over 8,893,213 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 5,386,857 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: 49,632,508 (38.3% 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: 49,632,508 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 49,632,508 |
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, 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 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 |
CUSIP No. 294752100 | Page 27 |
| Gazit shares voting and dispositive authority over 18,891,997 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, MGN and MGN-A, as such Shares are held directly by MGN-A, 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 8,893,213 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 5,386,857 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 35,352,444 (27.3% 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: 35,352,444 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 35,352,444 |
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 |
CUSIP No. 294752100 | Page 28 |
| MGN shares voting and dispositive authority over 6,278,134 Shares with Mr. Katzman, Mr. Segal, Ms. Ottosson, and Gazit, as such shares are held directly by MGN, 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 18,891,997 Shares it beneficially owns with MGN-A, as such Shares are held directly by MGN-A, a wholly-owned subsidiary 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) | Other than the Secondary Offering, MGN 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. |
(e) | Not applicable. |
1995
(a) | Aggregate Number of Shares beneficially owned: 10,812,312 (8.3% 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. |
CUSIP No. 294752100 | Page 29 |
(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 (8.3% 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) | Other than the Secondary Offering, 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. |
CUSIP No. 294752100 | Page 30 |
MGN-A
(a) | Aggregate Number of Shares beneficially owned: 18,891,997 (14.6% 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 and MGN, as such Shares are held directly by MGN-A, 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-A 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-A. |
(e) | Not applicable. |
GAA
(a) | Aggregate Number of Shares beneficially owned: 14,280,070 (11.0% 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: 14,280,070 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 14,280,070 |
Of the Shares beneficially owned by GAA as of the date of this filing:
CUSIP No. 294752100 | Page 31 |
| GAA shares voting and dispositive authority over 8,893,213 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 5,386,857 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: 8,893,213 (6.9% 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: 8,893,213 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 8,893,213 |
Of the Shares beneficially owned by Silver Maple as of the date of this filing:
| Silver Maple shares voting and dispositive authority over 8,893,213 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. |
CUSIP No. 294752100 | Page 32 |
(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: 5,386,857 (4.2% 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: 5,386,857 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 5,386,857 |
Of the Shares beneficially owned by Ficus as of the date of this filing:
| Ficus shares voting and dispositive authority over 5,386,857 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. |
The disclosures required by this Item 6 are incorporated by reference to the information set forth in Item 6 of the previous amendments to the Schedule 13D.
Item 7. | Materials to be Filed as Exhibits. |
CUSIP No. 294752100 | Page 33 |
Item 7 of the Initial 13D is amended and supplemented to include the following:
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) |
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: December 18, 2015 | By: | /s/ Chaim Katzman | ||||
DOR J. SEGAL | ||||||
Date: December 18, 2015 | By: | /s/ Dor J. Segal | ||||
ERICA OTTOSSON | ||||||
Date: December 18, 2015 | By: | /s/ Erica Ottosson | ||||
GAZIT-GLOBE, LTD. | ||||||
Date: December 18, 2015 | By: | /s/ Gil Kotler | ||||
Name: Gil Kotler | ||||||
Title: Senior Executive Vice President and CFO | ||||||
Date: December 18, 2015 | By: | /s/ Varda Zuntz | ||||
Name: Varda Zuntz | ||||||
Title: VP of Corporate Responsibility | ||||||
M G N (USA) INC. | ||||||
Date: December 18, 2015 | By: | /s/ Gil Kotler | ||||
Name: Gil Kotler | ||||||
Title: Authorized Signatory |
Date: December 18, 2015 | By: | /s/ Sean Kanov | ||||
Name: Sean Kanov | ||||||
Title: Controller | ||||||
GAZIT (1995), INC. | ||||||
Date: December 18, 2015 | By: | /s/ Gil Kotler | ||||
Name: Gil Kotler | ||||||
Title: Authorized Signatory | ||||||
Date: December 18, 2015 | By: | /s/ Sean Kanov | ||||
Name: Sean Kanov | ||||||
Title: Controller | ||||||
GAZIT FIRST GENERATION LLC | ||||||
Date: December 18, 2015 | By: | /s/ Gil Kotler | ||||
Name: Gil Kotler | ||||||
Title: Authorized Signatory | ||||||
Date: December 18, 2015 | By: | /s/ Sean Kanov | ||||
Name: Sean Kanov | ||||||
Title: Controller | ||||||
MGN AMERICA, LLC | ||||||
Date: December 18, 2015 | By: | /s/ Gil Kotler | ||||
Name: Gil Kotler | ||||||
Title: Authorized Signatory | ||||||
Date: December 18, 2015 | By: | /s/ Sean Kanov | ||||
Name: Sean Kanov | ||||||
Title: Controller |
GAZIT AMERICA, INC. | ||||||
Date: December 18, 2015 | By: | /s/ Dor J. Segal | ||||
Name: Dor J. Segal | ||||||
Title: President and Chairman | ||||||
Date: December 18, 2015 | By: | /s/ Alex Correia | ||||
Name: Alex Correia | ||||||
Title: Secretary | ||||||
SILVER MAPLE (2001), INC. | ||||||
Date: December 18, 2015 | By: | /s/ Dor J. Segal | ||||
Name: Dor J. Segal | ||||||
Title: President | ||||||
Date: December 18, 2015 | By: | /s/ Alex Correia | ||||
Name: Alex Correia | ||||||
Title: Secretary | ||||||
FICUS, INC. | ||||||
Date: December 18, 2015 | By: | /s/ Dor J. Segal | ||||
Name: Dor J. Segal | ||||||
Title: President | ||||||
Date: December 18, 2015 | By: | /s/ Alex Correia | ||||
Name: Alex Correia | ||||||
Title: Secretary |