0001354488-14-001173.txt : 20140314 0001354488-14-001173.hdr.sgml : 20140314 20140314165123 ACCESSION NUMBER: 0001354488-14-001173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140314 DATE AS OF CHANGE: 20140314 GROUP MEMBERS: ADAM RABOY GROUP MEMBERS: ATLAS REAL ESTATE FUNDS INC. GROUP MEMBERS: BRETT TORINO GROUP MEMBERS: HARVEY SILVERMAN GROUP MEMBERS: KANAVOS DYNASTY TRUST 2011 GROUP MEMBERS: LMN 134 FAMILY CO LLC GROUP MEMBERS: MAPLE HILL COMPANIES LLC GROUP MEMBERS: MITCHELL J. NELSON GROUP MEMBERS: PAUL C. KANAVOS GROUP MEMBERS: SILVERMAN PARTNERS L.P. GROUP MEMBERS: TS 2013 LLC GROUP MEMBERS: TTERB LIVING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Circle Entertainment, Inc. CENTRAL INDEX KEY: 0001410402 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 364612924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83515 FILM NUMBER: 14695101 BUSINESS ADDRESS: STREET 1: 70 EAST 55TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-838-3100 MAIL ADDRESS: STREET 1: 70 EAST 55TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: FX Real Estate & Entertainment Inc. DATE OF NAME CHANGE: 20070822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 SC 13D/A 1 cexe_sc13d.htm SCHEDULE 13D cexe_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
 
Circle Entertainment Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
17256R-105
(CUSIP Number)
 
Mitchell J. Nelson
Atlas Real Estate Funds, Inc.
70 East 55th Street
New York, New York 10022
Telephone: (212) 796-8199
(Name, address and telephone number of person
authorized to receive notices and communications)
 
March 14, 2014
(Date of event which requires filing of this statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .o
 
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 the 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 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. 17256R-105 SCHEDULE 13D Page 2 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Robert F.X. Sillerman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
7
SOLE VOTING POWER
 
9,350,263
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
23,910,664
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
9,350,263
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
23,910,664
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,760,927
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.4%
14
TYPE OF REPORTING PERSON
 
IN

 
2
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 3 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Paul C. Kanavos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
7
SOLE VOTING POWER
 
1,034,254
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
38,901,700
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
1,034,254
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
38,901,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
39,935,954
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
49.0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
3
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 4 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Kanavos Dynasty Trust 2011
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
11,056,870
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
11,056,870
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,056,870
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.7%
14
TYPE OF REPORTING PERSON
 
OO
 
 
4
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 5 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Brett Torino
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
7
SOLE VOTING POWER
 
176,238
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
38,235,221
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
176,238
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
38,235,221
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,411,459
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
46.4%
14
TYPE OF REPORTING PERSON
 
IN
 
 
5
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 6 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
TTERB Living Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
28,370,677
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
28,370,677
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,370,677
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
35.2%
14
TYPE OF REPORTING PERSON
 
OO
 
 
6
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 7 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
TS 2013 LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
9,864,544
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
9,864,544
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,864,544
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.7%
14
TYPE OF REPORTING PERSON
 
OO
 
 
7
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 8 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Atlas Real Estate Funds, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
5,501,611
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
5,501,611
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,501,611
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.5%
14
TYPE OF REPORTING PERSON
 
CO
 
 
8
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 9 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Harvey Silverman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF/OO/PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF
7
SOLE VOTING POWER
 
3,927,432
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
1,050,042
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
3,927,432
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
1,050,042
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,977,474
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3%1
14
TYPE OF REPORTING PERSON
 
IN
 
1 See Item 5(a) herein.
 
9
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 10 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Silverman Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF/WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
1,050,042
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
1,050,042
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,050,042
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%2
14
TYPE OF REPORTING PERSON
 
PN
 
2See Item 5(a) herein.
 
10
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 11 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Adam Raboy
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
4,033,901
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
4,033,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,033,901
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.8%3
14
TYPE OF REPORTING PERSON
 
IN
 
3See Item 5(a) herein.
 
 
11
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 12 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
The Maple Hill Companies, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
4,033,901
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
4,033,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,033,901
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.8%4
14
TYPE OF REPORTING PERSON
 
PN
 
4See Item 5(a) herein.
 
 
12
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 13 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
Mitchell  J. Nelson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF
7
SOLE VOTING POWER
 
200,000
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
95,571
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
200,000
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
95,571
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
295,571
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%5
14
TYPE OF REPORTING PERSON
 
IN
 
5See Item 5(a) herein.
 
 
13
 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 14 of 20 Pages
 
1
NAME OF REPORTING PERSONS
 
LMN 134 Family Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
95,571
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
0
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
95,571
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,571
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%6
14
TYPE OF REPORTING PERSON
 
IN
 
6See Item 5(a) herein.
 
 
14
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 15 of 20 Pages
 
This Amendment No. 24 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on January 10, 2008 by Robert F.X. Sillerman (“Sillerman”), Sillerman Commercial Holdings Partnership, L.P., a Delaware limited partnership, and Sillerman Capital Holdings, L.P., a Delaware limited partnership (“Holdings”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Circle Entertainment Inc. (formerly known as FX Real Estate and Entertainment Inc.), a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed with the SEC on March 13, 2008 by Sillerman and Holdings, as amended by Amendment No. 2 filed with the SEC on May 15, 2008 by Sillerman and Holdings, as amended by Amendment No. 3 filed with the SEC on December 30, 2008 by Sillerman, Holdings, Paul C. Kanavos (“Kanavos”), Brett Torino (“Torino”), ONIROT Living Trust dated 6/20/2000 (“ONIROT”), TTERB Living Trust (“TTERB”) and Atlas Real Estate Funds, Inc. (“Atlas”), as amended by Amendment No. 4 filed with the SEC on September 10, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 5 filed with the SEC on November 9, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 6 filed with the SEC on November 18, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 7 filed with the SEC on December 24, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 8 filed with the SEC on December 29, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 9 filed with the SEC on January 29, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 10 filed with the SEC on February 10, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 11 filed with the SEC on February 19, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 12 filed with the SEC on March 18, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 13 filed with the SEC on April 12, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 14 filed with the SEC on April 23, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 15 filed with the SEC on May 6, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 16 filed with the SEC on June 8, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 17 filed with the SEC on July 12, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 18 filed with the SEC on August 19, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 19 filed with the SEC on October 1, 2010 by Sillerman, Holdings, Kanavos, Torino, TTERB and Atlas, as amended by Amendment No. 20 filed with the SEC on December 3, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas , as amended by Amendment No. 21 filed with the SEC on September 22, 2011 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB, Atlas and the Kanavos Dynasty Trust 2011 (“KDT”), as amended by Amendment No. 22 filed with the SEC on October 3, 2013 by Sillerman, Holdings, Kanavos, KDT, Torino, ONIROT, TTERB, Atlas and  TS 2013 LLC (“TS”) and as amended by Amendment No. 23 filed with the SEC on  December 30, 2013 by Sillerman, Kanavos, KDT, Torino, TTERB, Atlas and TS (as amended, the “Statement”).  This Amendment No. 24  is being filed by Sillerman, Kanavos, KDT, Torino, TTERB, Atlas, TS, Harvey Silverman (“Silverman”), Silverman Partners, L.P. (“SP LP”), Adam Raboy (“Raboy”), The Maple Hill Companies, LLC (“MHC”), Mitchell J. Nelson (“Nelson”) and LMN 134 Family Company, LLC (“LMN”). From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended by this Amendment No. 24.  All capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Statement.
 
Sillerman, Kanavos, KDT, Torino, TTERB, TS, Atlas, Silverman, SP LP, Raboy, MHC, Nelson and LMN (collectively, the “Reporting Persons”) have entered into a Fifth Amended and Restated Joint Filing Agreement, dated March 14, 2014, a copy of which is filed herewith as Exhibit 99.28 and  incorporated herein by reference. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a "group" as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of 1934, as amended.
 
Items 2, 3, 4, 5 and 7 of the Statement are hereby amended to the extent hereinafter expressly set forth.
 
ITEM 2. Identity and Background

Item 2 of the Statement is hereby amended to add the following information:

(a), (b), (c) and (f).  The following table sets forth the name, address (business, principal business and principal office addresses which are the same unless indicted otherwise) and citizenship/place of organization for each of Silverman, SP LP, Raboy, MHC, Nelson and LMN:

Reporting Person
  
Address
  
Citizenship/Place of Organization
         
Silverman
  
70 East 55th Street, New York, New York 10022
  
United States
         
SP LP
  
791 Park Avenue, New York, New York 10021
  
Delaware
         
Raboy
  
295 Glendale Road, Scarsdale, New York 10583
  
United States
         
MHC
  
295 Glendale Road, Scarsdale, New York 10583
  
Delaware
         
Nelson
  
70 East 55th Street, New York, New York 10022
  
United States
         
LMN
  
134 East 80th Street, New York, New York 10075
  
Delaware

 
15
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 16 of 20 Pages
 
The principal business of each of Silverman, SP LP, Raboy, MHC and LMN is set forth in the following table:

Reporting Person
  
Principal Business
     
Silverman
  
Silverman is a private investor and he has served as a director of the Issuer since October 2007.
     
SP LP
  
SP LP’s principal business is the acquisition, ownership, disposition and reinvestment of investment assets and related business activities.
     
Raboy
  
Raboy’s principal business is real estate investment and finance.
     
MHC
  
MHC’s principal business is real estate investment and finance.
     
Nelson
  
Nelson has served as Executive Vice President and General Counsel of the Issuer since October 2007.
     
LMN
  
LMN’s principal business is the acquisition, ownership, disposition and reinvestment of investment assets and related business activities.

Silverman serves as the general partner of SP LP.  Raboy serves as the manager of MHC.  Nelson serves as the manager of LMN.
 
(d), (e) To the knowledge of the Reporting Persons, none of Silverman, SP LP, Raboy, MHC, Nelson or LMN has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
ITEM 3. Source or Amount of Funds or Other Consideration.

Silverman and SP LP acquired the shares of Common Stock reported herein as being beneficially owned by them pursuant to the following transactions:
 
●  
On November 30, 2007 and January 10, 2008, as a result of distribution’s received on Silverman’s and SP LP’s ownership interests in Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), and Silverman’s ownership interest in CKX, Inc., a then publicly traded company (“CKX”),  Silverman and SP LP acquired an aggregate of 1,577,016 shares of Common Stock in connection with a series of transactions involving Flag (the “Flag Transaction”), CKX and the Issuer described in the Issuer’s final prospectus dated December 31, 2007 to its Registration Statement on Form S-1 (Registration No. 333-145672), as filed with the SEC on January 3, 2008;
 
●  
On July 15, 2008, SP LP purchased from the Issuer in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, 285,715 units at an aggregate purchase price of $1,000,002.50 or $3.50 per unit.  Each unit consisted of (x) one share of Common Stock, (y) one warrant to purchase one  share of Common Stock at an exercise price of $4.50 per share and (z) one warrant to purchase one share of Common Stock at $5.50 per share.  The warrants were immediately exercisable on the date of purchase for a term of ten years. SP LP used working capital to fund the purchase of the units.  SP LP purchased the units from the Issuer for investment purposes and to provide the Issuer with working capital;
 
●  
On October 1, 2008, Silverman acquired 12,297 shares of Common Stock under the Issuer's 2007 Long-Term Incentive Compensation Plan  in lieu of cash payments of $16,750 for fees earned by (a) attending meetings of the Issuer's board of directors during the second and third fiscal quarters of 2008 and (b) serving as a member of the Issuer's board of directors' audit committee, compensation committee and nominating and corporate governance committee (including as chairman) and attending meetings of certain of such committees during the second and third fiscal quarters of 2008;
 
●  
On October 21, 2008, Silverman acquired stock options to purchase up to 48,897 shares of Common Stock in lieu of a cash payment of $80,000 for his 2008 annual retainer fee for serving as a director of the Issuer. These stock options were granted under the Issuer’s 2007 Long-Term Incentive Compensation Plan at exercise prices of $5.00 per share for 25,641 of the shares and $6.00 per share for 23,256 of the shares and became immediately exercisable on the grant date for a term of 10 years;
 
●  
On January 29, 2010, Silverman acquired stock options to purchase up to 455,556 shares of Common Stock in lieu of cash payments for 75% of his 2009 annual retainer fee of $80,000 for serving as a director of the Issuer and fees for serving as a member of the Issuer’s board of directors’ audit committee, compensation committee and nominating and corporate governance committee (including as chairman) and attending board of directors’ and committee meetings during 2009.  These stock options were granted under the Issuer’s 2007 Long-Term Incentive Compensation Plan at an exercise price of $0.18 per share and became immediately exercisable on the grant date for a term of 10 years; and
 
●  
On September 23, 2010, Silverman purchased from the Issuer in a private transaction exempt from the registration requirements of the Securities Act 100 units at an aggregate purchase price of $100,000 or $1,000 per unit.  Each unit consisted of (x) one share of newly issued Series B Convertible Preferred Shares, and  (y) one warrant to purchase up to 14,306.15 shares of Common Stock at an exercise price of $0.2097 per share. Silverman used personal funds to fund the purchase of the units.  Silverman purchased the units from the Issuer for investment purposes and to provide the Issuer with working capital.
 
 
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CUSIP No. 17256R-105 SCHEDULE 13D Page 17 of 20 Pages
 
Raboy through MHC acquired the shares of Common Stock reported herein as being beneficially owned by them on September 27, 2010 from the Issuer in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, 250 units at an aggregate purchase price of $250,000 or $1,000 per unit.  Each unit consisted of (x) one share of newly issued Series B Convertible Preferred Shares , and  (y) one warrant to purchase up to 11,389.52  shares of Common Stock at an exercise price of $0.2634 per share. MHC used working capital to fund the purchase of the units.  MHC purchased the units from the Issuer for investment purposes and to provide the Issuer with working capital.
 
  Nelson and LMN acquired the shares of Common Stock reported herein as being beneficially owned by them in the following transactions:
 
●  
On November 30, 2007, Nelson through LMN acquired 95,571 shares of Common Stock in the Flag Transaction; and
 
●  
On May 19, 2008, Nelson received a grant of stock options under the Issuer’s 2007 Executive Equity Incentive Plan to purchase up to 200,000 shares of Common Stock  at an exercise price of $5.00 per share for one half of the options and $6.00 per share for the other half of the options. The options vested over a five year period, with 40% of the $5.00 options vesting after one year, 40% of the $5.00 options vesting after year two, 20% of the $5.00 and 20% of the $6.00 options vesting after year three, 40% of the $6.00 options vesting after year four and 40% of the $6.00 options vesting after year five.
 
ITEM 4.   Purpose of the Transaction.

                Item 4 of the Statement is hereby amended to add the following information:

Silverman’s, SP LP’s, Raboy’s, MHC’s, Nelson’s and LMN’s responses to Item 3 are incorporated by reference in this Item 4.

Silverman, SP LP, Raboy, MHC, Nelson and LMN have become Reporting Persons and are jointly filing this Statement because of their present intent to participate with Sillerman, Kanavos and Torino in the transactions contemplated by the Proposal.

ITEM 5.   Interest in Securities of the Issuer.
 
Item 5 of the Statement is hereby amended to add the following information to paragraphs (a) through (d) thereof:
 
(a)           As of the date of this Statement:
 
Silverman beneficially owns (i) directly 3,927,432 shares of Common Stock (consisting of: (A) 1,396,416 shares of Common Stock owned by Silverman; (B) 48,897 shares of Common Stock issuable upon the exercise of stock options held by Silverman that are presently exercisable at $5.00 per share for 25,641 of the shares and $6.00 per share for 23,256 of the shares; (C) 455,556 shares of Common Stock issuable upon the exercise of stock options held by Silverman that are presently exercisable at $0.18 per share; (D) 595,948 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Shares held by Silverman that are convertible at $0.1678 per share7; and (E) 1,430,615 shares of Common Stock issuable upon the exercise of warrants held by Silverman that are presently exercisable at $0.2097 per share); and (ii) indirectly 1,050,042 shares of Common Stock (consisting of:  (A) 478,612 shares of Common Stock owned of record by SP LP, of which Silverman is the general partner; (B) 285,715 shares of Common Stock issuable upon the exercise of warrants held by SP LP that are presently exercisable at $4.50 per share; and (C) 285,715 shares of Common Stock issuable upon the exercise of warrants held by SP LP that are presently exercisable at $5.50 per share), which shares of Common Stock represent in the aggregate approximately 7.3% of the 68,178,608 shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x) 65,076,162 shares of Common Stock outstanding as of the date of this Statement and (y) the 3,102,446 shares of Common Stock issuable upon exercise or conversion, as applicable, of the aforesaid stock options, Series B Convertible Preferred Shares and warrants.
 
Raboy beneficially owns indirectly 4,033,901 shares of Common Stock (consisting of: (A) 1,186,521 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Shares held by MHC that are convertible at $0.2107 per share8; and (B) 2,847,380 shares of Common Stock issuable upon the exercise of warrants held by MHC that are presently exercisable at $0.2634 per share), which shares of Common Stock represent in the aggregate approximately 5.8% of the 69,110,063 shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x) 65,076,162 shares of Common Stock outstanding as of the date of this Statement and (y) the 4,033,901 shares of Common Stock issuable upon conversion or exercise, as applicable, of the aforesaid Series B Convertible Preferred Shares and warrants.
 
 1 The Series B Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series B Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) September 21, 2015 the Series B Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.40 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series B Convertible Preferred Shares at the then current stated value. The Series B Convertible Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
2 The Series B Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series B Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) September 27, 2015 the Series B Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.75 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series B Convertible Preferred Shares at the then current stated value. The Series B Convertible Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
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CUSIP No. 17256R-105 SCHEDULE 13D Page 18 of 20 Pages
 
Nelson beneficially owns (i) directly 200,000 shares of Common Stock issuable upon the exercise of stock options, of which one half are presently exercisable at $5.00 per share and the other half are presently exercisable at $6.00 per share and (ii) indirectly 95,571 shares of Common Stock held by LMN, which shares of Common Stock represent in the aggregate approximately 0.5% of the 65,276,162 shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x) 65,076,162 shares of Common Stock outstanding as of the date of this Statement and (y) the 200,000 shares of Common Stock issuance upon the exercise of the aforesaid stock options.
 
(b)  As of the date of this Statement:
 
Of the Common Stock reported herein as being beneficially owned by Silverman, Silverman possesses sole voting and dispositive power over 3,927,432 shares of Common Stock and possesses shared voting power and dispositive power over 1,050,042 shares of Common Stock. Of the Common Stock reported herein as being beneficially owned by SP LP, SP LP possesses shares voting and dispositive power over 1,050,042 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by Raboy, Raboy possesses shared voting power and dispositive power over 4,033,901 shares of Common Stock.  Of the Common Stock reported herein as being beneficially owned by MHC, MHC possesses shared voting and dispositive power over 4,033,901 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by Nelson, Nelson possesses sole voting and dispositive power over 200,000 shares of Common Stock and shared voting and dispositive power over 95,571 shares of Common Stock.  Of the Common Stock reported herein as being beneficially owned by LMN, LMN possesses shared voting and dispositive power over 95,571 shares of Common Stock.
 
(c)           During the sixty days immediately preceding the date of this Statement, none of Silverman, SP LP, Raboy, MHC, Nelson or LMN have effected any transactions in the Common Stock.
 
(d)           Inapplicable to each of Silverman, SP LP, Raboy, MHC, Nelson and LMN.
 
ITEM 7.  Material to be Filed as Exhibits.
 
    Item 7 of the Statement is hereby amended to add the following exhibit:
 
Exhibit Number
  
Description
     
99.28  
Fifth Amended and Restated Joint Filing Agreement dated March  14, 2014 by and among Robert F.X. Sillerman, Paul C. Kanavos, Kanavos Dynasty Trust 2011, Brett Torino, TTERB Living Trust, TS 2013 LLC, Atlas Real Estate Funds, Inc., Harvery Silverman, Silverman Partners, L.P., Adam Raboy, The Maple Hill Companies, LLC, Mitchell J. Nelson and LMN 134Family Company, LLC.
 
 
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CUSIP No. 17256R-105 SCHEDULE 13D Page 19 of 20 Pages
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: March 14, 2014
   /s/ Robert F.X. Sillerman  
   
Robert F.X. Sillerman
  
       
       
Dated: March 14, 2014
  
/s/ Paul C. Kanavos
  
   
Paul C. Kanavos
  
       
       
Dated: March 14, 2014
  
Kanavos Dynasty Trust 2011
  
       
   
Deutsche Bank Trust Company Delaware, as Trustee
  
       
     /s/ Susan F. Rodriguez  
   
Name: Susan F. Rodriguez
  
   
Title: Assistant Vice President
  
       
       
    /s/ Jeanne M. Nardone  
   
Name: Jeanne M. Nardone
  
   
Title: Vice President
  
       
       
Dated: March 14, 2014
  
/s/ Brett Torino
  
   
Brett Torino
  
       
       
Dated: March 14, 2014
  
TTERB Living Trust
  
       
   
/s/ Brett Torino
  
   
By:  Brett Torino, Trustee
  
       
       
Dated: March 14, 2014
  
TS 2013 LLC
  
   
By: ONIROT Living Trust dated 6/20/2000
  
       
   
/s/ Brett Torino
  
   
By:  Brett Torino, Trustee
  
       
       
Dated: March 14, 2014
  
Atlas Real Estate Funds, Inc.
  
       
   
/s/ Paul Kanavos
  
   
Name: Paul Kanavos
  
   
Title:   President
  
 
 
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CUSIP No. 17256R-105 SCHEDULE 13D Page 20 of 20 Pages
 
       
       
Dated: March 14, 2014
   /s/ Harvey Silverman  
   
Harvey Silverman
  
       
       
Dated: March 14, 2014
  
Silverman Partners, L.P.
  
       
    /s/ Harvey Silverman  
   
Name: Harvey Silverman
  
    Title: General Partner  
       
       
Dated: March 14, 2014
  
/s/ Adam Raboy
  
   
Adam Raboy
  
       
       
Dated: March 14, 2014
  
The Maple Hill Companies, LLC
  
       
   
/s/ Adam Raboy
  
   
Name: Adam Raboy
  
   
Title:   Manager
  
       
       
Dated: March 14, 2014
  
/s/ Mitchell J. Nelson
  
   
Mitchell J. Nelson
  
       
       
Dated: March 14, 2014
  
LMN 134 Family Company, LLC
  
       
   
/s/ Mitchell J. Nelson
  
   
Name: Mitchell J. Nelson
  
   
Title:   Manager
  
 
20
EX-99.28 2 cexe_9928.htm JOINT FILING AGREEMENT cexe_9928.htm
EXHIBIT 99.28
 
FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)
 
This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
 
Dated: March 14, 2014
 
  By: /s/ Robert F.X. Sillerman  
   
Robert F.X. Sillerman
  
       
       
  By:
/s/ Paul C. Kanavos
  
   
Paul C. Kanavos
  
       
       
   
Kanavos Dynasty Trust 2011
  
       
   
Deutsche Bank Trust Company Delaware, as Trustee
  
       
  By:  /s/ Susan F. Rodriguez  
   
Name: Susan F. Rodriguez
  
   
Title: Assistant Vice President
  
       
       
  By: /s/ Jeanne M. Nardone  
   
Name: Jeanne M. Nardone
  
   
Title: Vice President
  
       
       
  By:
/s/ Brett Torino
  
   
Brett Torino
  
       
       
   
TTERB Living Trust
  
       
  By:
/s/ Brett Torino
  
   
By:  Brett Torino, Trustee
  
       
       
   
TS 2013 LLC
  
   
By: ONIROT Living Trust dated 6/20/2000
  
       
  By:
/s/ Brett Torino
  
   
By:  Brett Torino, Trustee
  
       
       
   
Atlas Real Estate Funds, Inc.
  
       
  By:
/s/ Paul Kanavos
  
   
Name: Paul Kanavos
  
   
Title:   President
  
 
 
1
 
 
       
       
 
 By: /s/ Harvey Silverman  
   
Harvey Silverman
  
       
       
   
Silverman Partners, L.P.
  
       
  By: /s/ Harvey Silverman  
   
Harvey Silverman, as General Partner
  
       
       
       
  By:
/s/ Adam Raboy
  
   
Adam Raboy
  
       
       
   
The Maple Hill Companies, LLC
  
       
  By:
/s/ Adam Raboy
  
   
Adam Raboy, as Manager
  
       
       
       
  By:
/s/ Mitchell J. Nelson
  
   
Mitchell J. Nelson
  
       
       
   
LMN 134 Family Company, LLC
  
       
  By:
/s/ Mitchell J. Nelson
  
   
Mitchell J. Nelson, as Manager
  
       
 
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