0001193125-14-347619.txt : 20140922 0001193125-14-347619.hdr.sgml : 20140922 20140922061401 ACCESSION NUMBER: 0001193125-14-347619 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140922 DATE AS OF CHANGE: 20140922 GROUP MEMBERS: CHAIM KATZMAN GROUP MEMBERS: DOR J. SEGAL GROUP MEMBERS: ERICA OTTOSSON GROUP MEMBERS: FICUS, INC. GROUP MEMBERS: GAZIT (1995), INC. GROUP MEMBERS: GAZIT AMERICA, INC. GROUP MEMBERS: GAZIT FIRST GENERATION LLC GROUP MEMBERS: M G N (USA) INC. GROUP MEMBERS: MGN AMERICA, LLC GROUP MEMBERS: SILVER MAPLE (2001), INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE, INC. CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54975 FILM NUMBER: 141112954 BUSINESS ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: 305-947-1664 MAIL ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY ONE INC DATE OF NAME CHANGE: 19970723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gazit-Globe Ltd CENTRAL INDEX KEY: 0001379009 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1696 NE MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: (212) 305-944-7988 MAIL ADDRESS: STREET 1: 1696 NE MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 SC 13D/A 1 d792002dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 20)

 

 

 

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)

 

September 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 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 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 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

 

198,829 (1) (2)

     8   

SHARED VOTING POWER

 

53,862,514

     9   

SOLE DISPOSITIVE POWER

 

198,829

   10   

SHARED DISPOSITIVE POWER

 

53,862,514

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,061,343

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.7%

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

 

38,450 (3) (4)

     8   

SHARED VOTING POWER

 

53,862,514

     9   

SOLE DISPOSITIVE POWER

 

38,450

   10   

SHARED DISPOSITIVE POWER

 

53,862,514

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,900,964

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.5%

14

  

TYPE OF REPORTING PERSON

 

IN

(3) Includes 5,150 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. Segal’s 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

 

53,862,514

     9   

SOLE DISPOSITIVE POWER

 

7,050

   10   

SHARED DISPOSITIVE POWER

 

53,862,514

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,869,564

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.5%

14

  

TYPE OF REPORTING PERSON

 

IN

(3) 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

 

53,862,514

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

53,862,514

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,862,514

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.5%

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

 

39,582,443

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

39,582,443

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,582,443

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

32.0%

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

 

11,487,312

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,487,312

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,487,312

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.3%

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

 

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

 

11,487,312

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,487,312

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,487,312

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.3%

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

 

BK

  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)

 

15.3%

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)

 

11.5%

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)

 

7.2%

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)

 

4.4%

14

  

TYPE OF REPORTING PERSON

 

CO

CUSIP No. 294752100    Page 13

 

Explanatory Note: This Amendment No. 20 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Dor J. Segal, Erica Ottosson, 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, and this Amendment No. 20 shall be collectively referred to herein as the “Schedule 13D.”

This Amendment No. 20 reflects the following changes:

 

  •   The sale by Chaim Katzman of 683,357 Equity One Shares between the date of Amendment No. 19 and the date hereof;

 

  •   The purchase by Mr. Segal of 4,050 Equity One Shares and the receipt by Mr. Segal of 3,500 shares of restricted Equity One Shares through restricted share grants by the Issuer, both between the date of Amendment No. 19 and the date hereof; and

 

  •   First Generation’s purchase of 675,000 Equity One Shares on September 15, 2014 in a private placement from the Issuer (the “September 2014 Acquisition”).

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., Chairman of Gazit, and Chairman of the Board of the Issuer.
Dor J. Segal    Dor J. Segal is the Executive Vice-Chairman of Gazit, Vice-Chairman, President and CEO of First Capital Realty, Vice-Chairman of Norstar Holdings, Inc., and Vice 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

    Vice-Chairman, President and CEO of First Capital Realty   

First Capital Realty

85 Hanna Avenue, Ste. 400

Toronto, Ontario M6K,

Canada

    US, Israel

Yair Orgler,

Director

 

19 Ya’akov 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   

Greenberg

Traurig, 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

Aharon Soffer,

President

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

    President, 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

Ronen Geles

Vice President Finance

 

Gazit-Globe, Ltd.

1 HaShalom Road,

Tel Aviv, 67892 Israel

    Vice President Finance, 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 50.5% of Gazit’s 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 44.5% 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 Gazit’s 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

 

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

CUSIP No. 294752100    Page 19

 

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

   Vice-Chairman, President and Chief Executive Officer 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

Shmuel Messenberg;

Director;

 

15 Hefetz Mordechai

Street, Petach Tikva,

Israel

   Business Consultant   Shmuel Messenberg 15 Hefetz Mordechai Street, Petach Tikva, 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 Generation

& Address

   

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

         

Aharon Soffer,*

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

         

Aharon Soffer,*

Director

         

Alex Correia,**

Secretary and Director

         

 

* See information provided for Covered Persons with Respect to Gazit, above.
** See information provided for Covered Persons with Respect GAA, above.

CUSIP No. 294752100    Page 22

 

Item 3. Source and Amount of Funds and Other Consideration.

Item 3 is amended and supplemented as follows:

First Generation purchased 675,000 Issuer Shares for $15,727,500 on September 15, 2014 (“the September 2014 Acquisition”). The source of the funds was cash on hand.

Mr. Segal has acquired the 34,400 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. Segal’s 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 123,826,603 Shares issued and outstanding, as reported by the Issuer on September 15, 2014.

Chaim Katzman

 

(a) Aggregate Number of Shares beneficially owned: 54,061,343 (43.7% of the Shares).

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 198,829

 

  (ii) Shared power to vote or to direct the vote: 53,862,514

 

  (iii) Sole power to dispose or to direct the disposition of: 198,829

 

  (iii) Shared power to dispose or to direct the disposition of: 53,862,514

CUSIP No. 294752100    Page 23

 

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 198,829 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 437,317 options which are currently vested and exercisable); and

 

  •   Mr. Katzman shares voting and dispositive authority over 9,203,134 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 11,487,312 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.

 

(e) Not applicable.

Dor J. Segal

 

(a) Aggregate Number of Shares beneficially owned: 53,900,964 (43.5% of the Shares).

CUSIP No. 294752100    Page 24

 

 

(b) Number of Shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 38,450

 

  (ii) Shared power to vote or to direct the vote: 53,862,514

 

  (iii) Sole power to dispose or to direct the disposition of: 38,450

 

  (iv) Shared power to dispose or to direct the disposition of: 53,862,514

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 38,450 Shares held directly by him including (i) 7,050 Shares held jointly with Mr. Segal’s spouse, Erica Ottosson and (ii) 4,950 Shares of unvested restricted stock which Mr. Segal has the power to vote.

 

  •   Mr. Segal shares voting and dispositive authority over 9,203,134 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 11,487,312 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.

 

(c) Mr. Segal has not effected any transactions in the Shares during the past 60 days.

CUSIP No. 294752100    Page 25

 

 

(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: 53,862,514 (43.5% 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: 53,862,514

 

  (iii) Sole power to dispose or to direct the disposition of: 7,050

 

  (iv) Shared power to dispose or to direct the disposition of: 53,862,514

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 9,203,134 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 11,487,312 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

 

  •   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

CUSIP No. 294752100    Page 26

 

 

  •   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 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: 53,862,514 (43.5% 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: 53,862,514

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 53,862,514

Of the Shares beneficially owned by Gazit as of the date of this filing:

 

  •   Gazit shares voting and dispositive authority over 9,203,134 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 11,487,312 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

 

  •   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

CUSIP No. 294752100    Page 27

 

 

  •   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: 39,582,443 (32.0% 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: 39,582,443

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 39,582,443

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 9,203,134 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 11,487,312 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) 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: 11,487,312 (9.3% 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: 11,487,312

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 11,487,312

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: 11,487,312 (9.3% 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: 11,487,312

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (v) Shared power to dispose or to direct the disposition of: 11,487,312

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 September 2014 Acquisition, 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.

MGN-A

 

(a) Aggregate Number of Shares beneficially owned: 18,891,997 (15.3% of the Shares).

CUSIP No. 294752100    Page 30

 

 

(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 (11.5% 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:

 

  •   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

CUSIP No. 294752100    Page 31

 

 

  •   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 (7.2% 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: 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.

 

(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.

CUSIP No. 294752100    Page 32

 

 

(e) Not applicable.

Ficus

 

(a) Aggregate Number of Shares beneficially owned: 5,386,857 (4.4% 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.

CUSIP No. 294752100    Page 33

 

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Initial 13D is amended and supplemented to include the following:

 

Exhibit No.

   

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: September 18, 2014     By:  

/s/ Chaim Katzman

 

    DOR J. SEGAL
Date: September 18, 2014     By:  

/s/ Dori Segal

    ERICA OTTOSSON
Date: September 18, 2014     By:  

/s/ Erica Ottosson

 

    GAZIT-GLOBE, LTD.
Date: September 18, 2014     By:  

/s/ Gil Kotler

      Name: Gil Kotler
      Title: Senior Executive Vice President and CFO
Date: September 18, 2014     By:  

/s/ Varda Zuntz

      Name: Varda Zuntz
      Title: VP of Corporate Responsibility

 

    M G N (USA) INC.
Date: September 18, 2014     By:  

/s/ Gil Kotler

      Name: Gil Kotler
      Title: Authorized Signatory

Signature page to EQY Schedule 13D/A

Date: September 18, 2014     By:  

/s/ Sean Kanov

      Name: Sean Kanov
      Title: Controller

 

    GAZIT (1995), INC.
Date: September 18, 2014     By:  

/s/ Gil Kotler

      Name: Gil Kotler
      Title: Authorized Signatory
Date: September 18, 2014     By:  

/s/ Sean Kanov

      Name: Sean Kanov
      Title: Controller
    GAZIT FIRST GENERATION LLC
Date: September 18, 2014     By:  

/s/ Gil Kotler

      Name: Gil Kotler
      Title: Authorized Signatory
Date: September 18, 2014     By:  

/s/ Sean Kanov

      Name: Sean Kanov
      Title: Controller

 

    MGN AMERICA, LLC
Date: September 18, 2014     By:  

/s/ Gil Kotler

      Name: Gil Kotler
      Title: Authorized Signatory
Date: September 18, 2014     By:  

/s/ Sean Kanov

      Name: Sean Kanov
      Title: Controller

Signature page to EQY Schedule 13D/A

        GAZIT AMERICA, INC.
Date: September 18, 2014     By:  

/s/ Dori Segal

      Name: Dor J. Segal
      Title: President and Chairman
Date: September 18, 2014     By:  

/s/ Alex Correia

      Name: Alex Correia
      Title: Secretary

 

   

SILVER MAPLE (2001), INC.

Date: September 18, 2014     By:  

/s/ Dori Segal

      Name: Dor J. Segal
      Title: President
Date: September 18, 2014     By:  

/s/ Alex Correia

      Name: Alex Correia
      Title: Secretary
    FICUS, INC.
Date: September 18, 2014     By:  

/s/ Dori Segal

      Name: Dor J. Segal
      Title: President
Date: September 18, 2014     By:  

/s/ Alex Correia

      Name: Alex Correia
      Title: Secretary

Signature page to EQY Schedule 13D/A