UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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The Ryland Group, Inc.
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(Name of Issuer)
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Common Stock, par value $1.00 per share
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(Title of Class of Securities)
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783764103
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(CUSIP Number)
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April 14, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 16 Pages)
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CUSIP No. 783764103
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13G
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Page 2 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
GEM Realty Advisors, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
2,415,500 shares of Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
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|||||
12
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TYPE OF REPORTING PERSON
IA/OO
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CUSIP No. 783764103
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13G
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Page 3 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
GEM Capital, L.L.C.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
2,415,500 shares of Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
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|||||
12
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TYPE OF REPORTING PERSON
HC/OO
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CUSIP No. 783764103
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13G
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Page 4 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
GEM MM, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
2,415,500 shares of Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
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|||||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 783764103
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13G
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Page 5 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Atrium GEM Partners, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
|
||||
6
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SHARED VOTING POWER
2,415,500 shares of Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
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|||||
12
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TYPE OF REPORTING PERSON
HC/OO
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CUSIP No. 783764103
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13G
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Page 6 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
GEM Realty Securities, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
781,800 shares of Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
781,800 shares of Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
781,800 shares of Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.77%
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|||||
12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 783764103
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13G
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Page 7 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
GEM Realty Securities, Ltd.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
1,633,700 shares of Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
1,633,700 shares of Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,633,700 shares of Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.70%
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|||||
12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 783764103
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13G
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Page 8 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Norman S. Geller
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||||
3
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SEC USE ONLY
|
|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
6
|
SHARED VOTING POWER
2,415,500 shares of Common Stock
|
|||||
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
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|||||
12
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TYPE OF REPORTING PERSON
IN/HC
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CUSIP No. 783764103
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13G
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Page 9 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Michael A. Elrad
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
6
|
SHARED VOTING POWER
2,415,500 shares of Common Stock
|
|||||
7
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SOLE DISPOSITIVE POWER
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
|
|||||
12
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TYPE OF REPORTING PERSON
IN/HC
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CUSIP No. 783764103
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13G
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Page 10 of 16 Pages
|
1
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NAMES OF REPORTING PERSONS
Barry A. Malkin
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
6
|
SHARED VOTING POWER
2,415,500 shares of Common Stock
|
|||||
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
2,415,500 shares of Common Stock
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,500 shares of Common Stock
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
|
|||||
12
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TYPE OF REPORTING PERSON
IN/HC
|
CUSIP No. 783764103
|
13G
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Page 11 of 16 Pages
|
Item 1.
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(a)
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Name of Issuer.
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The Ryland Group, Inc., a Maryland corporation (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
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24025 Park Sorrento, Suite 400
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Calabasas, California 91302
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Item 2(a)
|
Name of Person Filing
|
Item 2(b)
|
Address of Principal Business Office
|
Item 2(c)
|
Citizenship
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GEM Realty Advisors, LLC
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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Delaware LLC
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GEM Capital, L.L.C.
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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Delaware LLC
|
GEM MM, LLC
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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Delaware LLC
|
Atrium GEM Partners, LLC
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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Delaware LLC
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GEM Realty Securities, L.P.
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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Delaware LP
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GEM Realty Securities, Ltd.
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c/o M&C Corporate Services Limited
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Ugland House
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P.O. Box 309GT
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Georgetown, Grand Cayman
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Cayman Corporation
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Norman S. Geller
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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U.S. Citizen
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CUSIP No. 783764103
|
13G
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Page 12 of 16 Pages
|
Michael A. Elrad
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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U.S. Citizen
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Barry A. Malkin
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900 N. Michigan Avenue
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Suite 1450
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Chicago, IL 60611
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U.S. Citizen
|
Item 2(d)
|
Title of Class of Securities
|
Common Stock, par value $1.00 (“Common Stock”)
|
Item 2(e)
|
CUSIP Number
|
783764103
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
|
¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
|
¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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);
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(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
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If this statement is filed pursuant to Rule 13d-1(c), check this box. x
|
Item 4.
|
Ownership.
|
CUSIP No. 783764103
|
13G
|
Page 13 of 16 Pages
|
(c)
|
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
|
||
See Item 4(a)
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of
|
||
0
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of
|
||
See Item 4(a)
|
|||
CUSIP No. 783764103
|
13G
|
Page 14 of 16 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
|
See Exhibit 1
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
|
Item 10.
|
Certification.
|
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
Exhibits:
|
Exhibit I: Joint Filing Agreement, dated as of April 25, 2011, by and among GEM Realty Advisors, LLC, GEM Capital, L.L.C., GEM MM, LLC, Atrium GEM Partners, LLP, GEM Realty Securities, L.P., GEM Realty Securities, Ltd., Norman S. Geller, Michael A. Elrad and Barry A. Malkin.
|
CUSIP No. 783764103
|
13G
|
Page 15 of 16 Pages
|
GEM REALTY ADVISORS, LLC
|
GEM Capital, L.L.C.
|
|||||
By:
|
Gem Capital, L.L.C., Member
|
By:
|
GEM MM, LLC, Member
|
|||
By:
|
GEM MM, LLC, Member
|
By:
|
Atrium GEM Partners, LLC, Member
|
|||
By:
|
Atrium GEM Partners, LLC, Member
|
By:
|
/s/ Michael A. Elrad |
|
||
Name:
|
Michael A. Elrad
|
|||||
By:
|
/s/ Michael A. Elrad
|
Title:
|
Senior Managing Partner
|
|||
Name:
|
Michael A. Elrad
|
|||||
Title:
|
Senior Managing Partner
|
GEM REALTY SECURITIES, LTD.
|
GEM Realty Securities, L.P.
|
|||||
By:
|
GEM Realty Advisors, LLC,
|
By:
|
GEM Realty Advisors, LLC,
|
|||
Investment Manager
|
Investment Manager
|
|||||
By:
|
GEM Capital, L.L.C., Member
|
By:
|
GEM Capital, L.L.C., Member
|
|||
By:
|
GEM MM, LLC, Member
|
By:
|
GEM MM, LLC, Member
|
|||
By:
|
Atrium GEM Partners, LLC, Member
|
By:
|
Atrium GEM Partners, LLC, Member
|
|||
By:
|
/s/ Michael A. Elrad
|
By:
|
/s/ Michael A. Elrad |
|
||
Name:
|
Michael A. Elrad
|
Name:
|
Michael A. Elrad
|
|||
Title:
|
Manager
|
Title:
|
Senior Managing Partner
|
Atrium GEM Partners, LLC
|
GEM MM, LLC
|
||||
By:
|
Atrium GEM Partners, LLC, Member
|
||||
By:
|
/s/ Michael A. Elrad
|
|
|||
Name:
|
Michael A. Elrad
|
By:
|
/s/ Michael A. Elrad |
|
|
Title:
|
Manager
|
Name:
|
Michael A. Elrad
|
||
Title:
|
Senior Managing Partner
|
Michael A. Elrad | Norman S. Geller | ||||
|
|||||
/s/ Michael A. Elrad
|
/s/ Norman S. Geller
|
||||
Barry A. Malkin | |||||
/s/ Barry A. Malkin
|
|||||
CUSIP No. 783764103
|
13G
|
Page 16 of 16 Pages
|
GEM REALTY ADVISORS, LLC
|
GEM Capital, L.L.C.
|
|||||
By:
|
Gem Capital, L.L.C., Member
|
By:
|
GEM MM, LLC, Member
|
|||
By:
|
GEM MM, LLC, Member
|
By:
|
Atrium GEM Partners, LLC, Member
|
|||
By:
|
Atrium GEM Partners, LLC, Member
|
By:
|
/s/ Michael A. Elrad |
|
||
Name:
|
Michael A. Elrad
|
|||||
By:
|
/s/ Michael A. Elrad
|
Title:
|
Senior Managing Partner
|
|||
Name:
|
Michael A. Elrad
|
|||||
Title:
|
Senior Managing Partner
|
GEM REALTY SECURITIES, LTD.
|
GEM Realty Securities, L.P.
|
|||||
By:
|
GEM Realty Advisors, LLC,
|
By:
|
GEM Realty Advisors, LLC,
|
|||
Investment Manager
|
Investment Manager
|
|||||
By:
|
GEM Capital, L.L.C., Member
|
By:
|
GEM Capital, L.L.C., Member
|
|||
By:
|
GEM MM, LLC, Member
|
By:
|
GEM MM, LLC, Member
|
|||
By:
|
Atrium GEM Partners, LLC, Member
|
By:
|
Atrium GEM Partners, LLC, Member
|
|||
By:
|
/s/ Michael A. Elrad
|
By:
|
/s/ Michael A. Elrad |
|
||
Name:
|
Michael A. Elrad
|
Name:
|
Michael A. Elrad
|
|||
Title:
|
Manager
|
Title:
|
Senior Managing Partner
|
Atrium GEM Partners, LLC
|
GEM MM, LLC
|
||||
By:
|
Atrium GEM Partners, LLC, Member
|
||||
By:
|
/s/ Michael A. Elrad
|
|
|||
Name:
|
Michael A. Elrad
|
By:
|
/s/ Michael A. Elrad |
|
|
Title:
|
Manager
|
Name:
|
Michael A. Elrad
|
||
Title:
|
Senior Managing Partner
|
Michael A. Elrad | Norman S. Geller | ||||
|
|||||
/s/ Michael A. Elrad
|
/s/ Norman S. Geller
|
||||
Barry A. Malkin | |||||
/s/ Barry A. Malkin
|
|||||