UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
AMERICAN SPECTRUM REALTY, INC.
Name of Issuer
Common Stock, $.01 par value
(Title of Class of Securities)
02970Q203
CUSIP Number
Michael G. Zybala
Asst. Secretary and General Counsel
The InterGroup Corporation
10940 Wilshire Blvd.
Los Angeles, California 90024
(310) 889-2500
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
January 15, 2014
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 which 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. ¨
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CUSIP
No. 02970Q203
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Page
2 of 4 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JOHN
V. WINFIELD
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
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NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE
VOTING POWER
180,800
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
180,800
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
180,800 SHARES OF COMMON STOCK
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[
]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 4 Pages
AMENDMENT NO. 4
TO SCHEDULE 13D
OF JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
AMERICAN SPECTRUM REALTY, INC.
This Amendment No. 4 to Schedule 13D is being filed by John V. Winfield, the Chairman, President and Chief Executive Officer of InterGroup, to update information previously furnished.
The following Items of this Schedule 13D are amended:
Item 1. Security and Issuer
This Amendment relates to sales of common stock, par value $.01 per share (the “Common Stock”) of American Spectrum Realty, Inc., a Maryland corporation (the “Issuer”) by Mr. Winfield in open market transactions.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Winfield used personal funds to purchase the shares of Common
Item 4. Purposes of Transactions.
Mr. Winfield sold the securities of Issuer for investment purposes. Mr. Winfield may make additional sales or purchases of the securities of Issuer either in the open market or in privately negotiated transactions depending on an evaluation of the Issuer's business prospects and financial condition, the market for securities, other available investment opportunities, money and other stock market conditions and other future developments. Depending on these factors, Mr. Winfield may decide at any time to sell all or part of their holdings of the Issuer's securities in one or more public or private transactions.
Except as set forth in this Schedule 13D, John V. Winfield does not have any present plan or proposal that relate to or would result in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Page 4 of 4 Pages
Item 5. Interest in the Securities of the Issuer
John V. Winfield, as of January 17, 2014, may be deemed to beneficially own for purposes of this Section 13(d) of the Exchange Act, 180,800 shares of the Common Stock of the Issuer, representing approximately 4.85% of the outstanding Common Stock of Issuer. Mr. Winfield has the sole voting and disposition power over the shares of Common Stock owned by him.
The above percentages were determined based on the Issuer's representations in its latest filing on Form 10-Q with the Securities and Exchange Commission that it had 3,727,900 shares of Common Stock outstanding as of October 31, 2013.
(c) During the past sixty (60) days, the following shares were sold in the Common Stock of Issuer by Mr. Winfield:
| Average | ||||||||||||||||
| Price per | ||||||||||||||||
| Identity | Date | Amount | Share | Nature of Transaction | ||||||||||||
| Winfield | 01/15/2014 | 64,000 | $ | 1.2683 | Open Market Sale | |||||||||||
| Winfield | 01/15/2014 | 6,000 | $ | 1.2683 | Open Market Sale | |||||||||||
| Winfield | 01/16/2014 | 4,816 | $ | 1.1899 | Open Market Sale | |||||||||||
| Winfield | 01/16/2014 | 6,700 | $ | 1.1899 | Open Market Sale | |||||||||||
| Winfield | 01/16/2014 | 10,600 | $ | 1.1899 | Open Market Sale | |||||||||||
| Winfield | 01/16/2014 | 16,800 | $ | 1.1899 | Open Market Sale | |||||||||||
| Winfield | 01/17/2014 | 5,000 | $ | 1.2292 | Open Market Sale | |||||||||||
| Winfield | 01/17/2014 | 5,000 | $ | 1.2292 | Open Market Sale | |||||||||||
| Winfield | 01/17/2014 | 10,000 | $ | 1.2292 | Open Market Sale | |||||||||||
| Winfield | 01/17/2014 | 20,000 | $ | 1.2292 | Open Market Sale |
(d) No person other than Mr. Winfield, with respect to his shares, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares beneficially owned by him.
(e) Inapplicable.
SIGNATURES
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: January 17, 2014
/s/ John V. Winfield
John V. Winfield