-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NrVg3SRztSUdOYYshRODwX+GeAMcNwuiL/Z00wpIci3s3T3kzbJ55n7qzqtUGYmF E8i+Rj42nUL5urOaFfo/sw== 0000950152-04-000722.txt : 20040204 0000950152-04-000722.hdr.sgml : 20040204 20040204121716 ACCESSION NUMBER: 0000950152-04-000722 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040204 GROUP MEMBERS: BRUCE R. BERKOWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLADSTONE COMMERCIAL CORP CENTRAL INDEX KEY: 0001234006 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 020681276 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79173 FILM NUMBER: 04565627 BUSINESS ADDRESS: STREET 1: 1750 TYSON'S BLVD. CITY: MCLEAN STATE: VA ZIP: 22102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 IRS NUMBER: 223526594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 51 JFK PKWY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9733796557 MAIL ADDRESS: STREET 1: 51 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13G 1 l05446asc13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: _____ Gladstone Commercial Corp. -------------------------- Name of Issuer Common Stock ------------ Title of Class of Securities 376536108 --------- CUSIP Number December 31, 2003 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ 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 person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 Number: 376536108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Fairholme Capital Management, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 400,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 400,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 400,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.2% 12. Type of Reporting Person IA CUSIP Number: 376536108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Bruce R. Berkowitz 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization: New Jersey Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 400,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 400,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 400,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.2% 12. Type of Reporting Person IN CUSIP Number: 376536108 Item 1(a) Name of Issuer: Gladstone Commercial Corp. (b) Address of Issuer's Principal Executive Offices: 1616 Anderson Road, Suite 208 McLean, VA 22102 Item 2(a) - (b). Name and Principal Business Address of Persons Filing: Fairholme Capital Management, L.L.C. ("FCM") 51 JFK Parkway Short Hills, New Jersey 07078 Bruce R. Berkowitz Fairholme Capital Management, L.L.C. 51 JFK Parkway Short Hills, New Jersey 07078 Item 2(c). Citizenship: FCM is a limited liability company organized under the laws of Delaware and Mr. Berkowitz is a resident of New Jersey (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 376536108 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (a) / / Broker or dealer registered under Section 15 of the Act, (b) / / Bank as defined in Section 3(a)(6) of the Act, (c) / / Insurance Company as defined in Section 3(a)(19) of the Act, (d) / / Investment Company registered under Section 8 of the Investment Company Act, (e) /X/ Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), (f) / / An employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance withss.240.13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount Beneficially Owned: 400,000 shares of common stock are owned, in the aggregate, by various investment vehicles managed by FCM. Because Mr. Berkowitz has voting and dispositive power over CUSIP Number: 376536108 all shares beneficially owned by FCM, he is deemed to have beneficial ownership of all such shares so reported herein. (b) Percent of Class: 5.2% (c) Number of shares as to which each of the reporting persons has: (i) Sole power to vote or to direct the vote: 400,000 ------- (ii) Shared power to vote or to direct the vote: 0. - (iii) Sole power to dispose or to direct the disposition of:400,000. ------- (iv) Shared power to dispose or to direct the disposition of: 0. -
Instruction. For computations regarding securities which represent a right to acquire an underlying security seess.240.13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. The investment vehicles managed by FCM have the right to receive dividends from, and the proceeds of sale from, the shares of common stock to which this Schedule 13G relates. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of the Group. N/A Item 10. Certification for Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 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. February 3, 2004 ---------------- Date FAIRHOLME CAPITAL MANAGEMENT, L.L.C. /s/Bruce R. Berkowitz -------------------------- Bruce R. Berkowitz, Managing Member Name/Title February 3, 2004 ---------------- Date /s/Bruce R. Berkowitz -------------------------- Bruce R. Berkowitz -----END PRIVACY-ENHANCED MESSAGE-----