SC 13G/A 1 d1354758_13g-a.htm d1354758_13g-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


GRAMERCY CAPITAL CORP.
(Name of Issuer)


8.125% Series A Cumulative Redeemable Preferred Stock
(Title of Class of Securities)


384871307
(CUSIP Number)


December 31, 2012
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_]  Rule 13d-1(b)

[x]  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 No
384871307
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Rangeley Capital, LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
200,560
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
200,560
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
200,560
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.7%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 

 
 

 

CUSIP No
384871307
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Rangeley Capital Partners, LP
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
195,300
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
195,300
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
195,300
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.5%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 

 
 

 

CUSIP No
384871307
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Christopher DeMuth, Jr.
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [x]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
200,560
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
200,560
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
200,560
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.7%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 

 


 
384871307
   

Item 1.
(a).
Name of Issuer:
 
       
   
GRAMERCY CAPITAL CORP.
 

 
(b).
Address of issuer's principal executive offices:
 
   
420 Lexington Avenue
 
   
New York, New York 10170
 

Item 2.
(a).
Name of person filing:
 
   
Rangeley Capital, LLC
 
   
Rangeley Capital Partners, LP
Christopher DeMuth, Jr.
 

 
(b).
Address or principal business office or, if none, residence:
 
   
Rangeley Capital, LLC
3 Forest Street
New Canaan, Connecticut 06840
 
Rangeley Capital Partners, LP
3 Forest Street
New Canaan, Connecticut 06840
 
Christopher DeMuth, Jr.
3 Forest Street
New Canaan, Connecticut 06840
 
       

 
(c).
Citizenship:
 
   
Rangeley Capital, LLC – Delaware limited liability company
Rangeley Capital Partners, LP – Delaware limited partnership
 
   
Christopher DeMuth, Jr. – United States of America
 

 
(d).
Title of class of securities:
 
       
   
8.125% Series A Cumulative Redeemable Preferred Stock
 

 
(e).
CUSIP No.:
 
       
   
384871307
 

Item 3.
 
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 

 

 
 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §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)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
       

 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
   
Rangeley Capital, LLC – 200,560
Rangeley Capital Partners, LP – 195,300
   
Christopher DeMuth, Jr. – 200,560

 
(b)
Percent of class:
   
Rangeley Capital, LLC – 5.7%
Rangeley Capital Partners, LP – 5.5%
   
Christopher DeMuth, Jr. – 5.7%

 
(c)
Number of shares as to which the person has:
     

   
(i)
Sole power to vote or to direct the vote
 
Rangeley Capital, LLC – 0
Rangeley Capital Partners, LP – 0
Christopher DeMuth, Jr. – 0
   
         
   
(ii)
Shared power to vote or to direct the vote
 
Rangeley Capital, LLC – 200,560
Rangeley Capital Partners, LP – 195,300
Christopher DeMuth, Jr. – 200,560
   
         
 
 
 

 
 
   
(iii)
Sole power to dispose or to direct the disposition of
 
Rangeley Capital, LLC – 0
Rangeley Capital Partners, LP – 0
Christopher DeMuth, Jr. – 0
   
         
   
(iv)
Shared power to dispose or to direct the disposition of
 
Rangeley Capital, LLC – 200,560
Rangeley Capital Partners, LP – 195,300
Christopher DeMuth, Jr. – 200,560
   
         

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
   
Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
 
N/A
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   
 
 
 

 
 
Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   

Item 10.
Certification.
 
   
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

   
By signing below I certify that, to the best of my 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.
 
 
 

 


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 12, 2013
 
(Date)
   
 
/s/ Christopher DeMuth, Jr.
 
Christopher DeMuth. Jr.*
   
 
Rangeley Capital, LLC
   
 
By: /s/ Christopher DeMuth, Jr.
 
Christopher DeMuth, Jr.
Managing Member
 
Rangeley Capital Partners, LP
 
By: /s/ Christopher DeMuth, Jr.
 
Christopher DeMuth, Jr.
Managing Member of Rangeley Capital GP, LLC
 
 


*The Reporting Person disclaims beneficial ownership in the shares reported herein except to the extent of his pecuniary interest therein.
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 
 

 
 
Exhibit A


AGREEMENT


The undersigned agree that this Schedule 13G/A dated February 12, 2013, relating to 8.125% Series A Cumulative Redeemable Preferred Stock of GRAMERCY CAPITAL CORP. shall be filed on behalf of the undersigned.
 

 

   
/s/ Christopher DeMuth, Jr.
 
 
Christopher DeMuth, Jr.
 
 
 
Rangeley Capital, LLC
   
 
By:
/s/ Christopher DeMuth, Jr.
 
   
Christopher DeMuth, Jr.
   
Managing Member
 
 
Rangeley Capital Partners, LP
   
 
By:
/s/ Christopher DeMuth, Jr.
 
   
Christopher DeMuth, Jr.
   
Director
   
     
     
   
   
   
February 12, 2013
 
Date

 

 

SK 25785 0001 1354758