0001140361-13-019944.txt : 20130510 0001140361-13-019944.hdr.sgml : 20130510 20130510111728 ACCESSION NUMBER: 0001140361-13-019944 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130510 DATE AS OF CHANGE: 20130510 GROUP MEMBERS: ANDA INVESTMENT PARTNERS GROUP MEMBERS: JISOOK JUNG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Choi Kwon Uk CENTRAL INDEX KEY: 0001503615 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: RENAISSANCE VILLA 45 STREET 2: OGEUM-TONG, SONG-PA GU CITY: SEOUL STATE: M5 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gramercy Property Trust Inc. CENTRAL INDEX KEY: 0001287701 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 061722127 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80336 FILM NUMBER: 13831757 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2125942700 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: GRAMERCY CAPITAL CORP DATE OF NAME CHANGE: 20040419 SC 13D/A 1 formsc13da.htm SC 13D/A #2 5-8-2013 (GRAMERCY PROPERTYT TRUST) formsc13da.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.  2)*
 
GRAMERCY PROPERTY TRUST INC.
 (Name of Issuer)
 
Common Stock, par value $0.001 per share
 (Title of Class of Securities)
 
38489R100
 (CUSIP Number)
 
Kwon Uk Choi
Renaissance Villa 45
Ogeum-Tong, Song-Pa Gu
Seoul, Republic of Korea
+82 2 2156 2800
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 8, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 2 of 9 Pages
 
 
 
1. 
 
Names of Reporting Persons.
 
Kwon Uk Choi
 
2. 
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
3. 
SEC Use Only
4. 
 
Source of Funds (See Instructions)
PF
5. 
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [  ]
6. 
 
Citizenship or Place of Organization
Republic of Korea
 
Number of
Shares Beneficially Owned by Each Reporting Persons With
7. 
 
Sole Voting Power                                                                                 
2,450,000 (1)
 
8. 
 
Shared Voting Power                                                                                               
0
9. 
 
Sole Dispositive Power                                                                                 
2,450,000 (1)
10. 
 
Shared Dispositive Power                                                                                                 
0
11. 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
2,450,000 (1)
12. 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions) o
13. 
 
Percent of Class Represented by Amount in Row (11)
4.1% (2)
14. 
 
Type of Reporting Person:
IN
 
(1) In Amendment No. 1 (defined herein), Kwon Uk Choi inadvertently reported that he beneficially owned 3,650,000 shares of the Issuer’s Common Stock, when he actually beneficially owned 3,120,000 shares of the Issuer’s Common Stock.

(2) Based on 59,376,249 shares of the Issuer’s Common Stock outstanding as of April 29, 2013, as described in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 1, 2013.
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 3 of 9 Pages
 
1. 
 
Names of Reporting Persons.
Jisook Jung
2. 
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
3. 
SEC Use Only
4. 
 
Source of Funds (See Instructions)
PF
5. 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6. 
 
Citizenship or Place of Organization
Republic of Korea
 
Number of Shares Beneficially Owned by Each Reporting Persons With
7. 
 
Sole Voting Power                                                                                     
100,000
8. 
 
Shared Voting Power                                                                                                 
0
9. 
 
Sole Dispositive Power                                                                                     
100,000
10. 
 
Shared Dispositive Power                                                                                                 
0
11. 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
12. 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions) o
13. 
Percent of Class Represented by Amount in Row (11) Less than 1% (1)
14. 
 
Type of Reporting Person:
IN

(1) Based on 59,376,249 shares of the Issuer’s Common Stock outstanding as of April 29, 2013, as described in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 1, 2013.
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 4 of 9 Pages
 
1. 
 
Names of Reporting Persons.
Anda Investment Partners
2. 
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
3. 
SEC Use Only
4. 
 
Source of Funds (See Instructions)
WC
5. 
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
6. 
 
Citizenship or Place of Organization
Republic of Korea
 
Number of
Shares Beneficially Owned by Each Reporting Persons With
7. 
 
Sole Voting Power                                                                                                 
0
8. 
 
Shared Voting Power                                                                                                 
0
9. 
 
Sole Dispositive Power                                                                                                 
0
10. 
 
Shared Dispositive Power                                                                                                 
0
11. 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions)
o
13. 
 
Percent of Class Represented by Amount in Row (11)
0.0% (1)
14. 
 
Type of Reporting Person:
CO

(1) Based on 59,376,249 shares of the Issuer’s Common Stock outstanding as of April 29, 2013, as described in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 1, 2013.
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 5 of 9 Pages
 
Item 1.
Security and Issuer

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the information set forth in the initial Schedule 13D filed by the Reporting Persons on November 23, 2011 (the “Initial Schedule 13D”), as amended by the Amendment No. 1 to Schedule 13D filed by the Reporting Persons on April 5, 2013 (“Amendment No. 1” and, together with the Initial Schedule 13D, the “Schedule 13D”) relating to the shares of Common Stock, par value $0.001 per share (the “Common Stock”) of Gramercy Property Trust Inc., a Maryland corporation (the “Issuer”). The principal executive offices of the Issuer are located at 420 Lexington Avenue, New York, New York 10170.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.  The Schedule 13D is hereby amended as follows:

Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)       Collectively, the Reporting Persons beneficially own 2,550,000 shares of Common Stock of the Issuer, representing 4.2% of the outstanding shares of Common Stock as follows:
 
 
(i)  Choi directly and beneficially owns 2,450,000 shares, representing 4.1% of the outstanding shares of Common Stock.

(ii)  Spouse directly and beneficially owns 100,000 shares, representing less than 1% of the outstanding shares of Common Stock.

(iii)  Anda Investment Partners directly and beneficially owns 0 shares, representing 0.0% of the outstanding shares of Common Stock.

(iv)  The Reporting Persons, to the extent that they are deemed to be a “group,” may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the other Reporting Persons.

Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock not directly owned by such Reporting Person.

The percentages set forth in this response are based on 59,376,249 shares of the Issuer’s Common Stock outstanding as of April 29, 2013, as described in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 1, 2013.

(b)    Choi has sole voting and dispositive power over 2,450,000 shares of Common Stock; Spouse has sole voting and dispositive power over 100,000 shares of Common Stock; and Anda Investment Partners has sole voting and dispositive power over 0 shares of Common Stock.

(c)    The trading dates, number of shares of Common Stock acquired and disposed of, and price per share information for all transactions in the shares by the Reporting Persons since the most recent filing of Schedule 13D on Amendment No. 1 are set forth in Exhibit 5.  These transactions were effected in the open market through a broker.
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 6 of 9 Pages

(d)       No person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

(e)       On May 8. 2013, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.

Item 7.                                Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

4.         Agreement regarding filing of joint Schedule 13D.

5.         Schedule of Transactions
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 7 of 9 Pages
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  May 10, 2013

 
/s/ Kwon Uk Choi
 
Kwon Uk Choi
 
 
 
 
   
 
/s/ Jisook Jung
 
Jisook Jung
 
 
 
 
 
 
 
Anda Investment Partners
 
   
 
By:
/s/ Dong-O Min
 
Name:
Dong-O Min
 
Title:
Chief Executive Officer
 
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
 
 
 

 
 
SCHEDULE 13D
 
 
CUSIP No: 38489R100
Page 8 of 9 Pages
 
EXHIBIT 4

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated May 10, 2013 (the “Schedule 13D”), with respect to the shares of Common Stock, par value $0.001 per share of Gramercy Property Trust Inc., a Maryland corporation, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 10th day of May, 2013.


 
/s/ Kwon Uk Choi
 
Kwon Uk Choi
 
 
 
 
   
 
/s/ Jisook Jung
 
Jisook Jung
 
 
 
 
 
 
 
Anda Investment Partners
 
   
 
By:
/s/ Dong-O Min
 
Name:
Dong-O Min
 
Title:
Chief Executive Officer
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No: 38489R100
Page 9 of 9 Pages
 
EXHIBIT 5
 
SCHEDULE OF TRANSACTIONS
 
Reporting Person
Transaction Date
 
Securities Bought (B) or Sold (S)
   
Number of Shares
   
Price
 
Choi
4/3/2013
    S       29,742     $ 5.03  
Choi
4/5/2013
    S       70,258     $ 4.73  
Choi
4/8/2013
    S       80,000     $ 4.76  
Choi
4/9/2013
    S       70,000     $ 4.77  
Choi
4/10/2013
    S       110,000     $ 4.85  
Choi
4/11/2013
    S       110,000     $ 4.87  
Choi
4/12/2013
    S       80,000     $ 4.71  
Choi
5/8/2013
    S       69,500     $ 5.00  
Choi
5/9/13
    S       50,500     $ 4.83  
Spouse
5/7/2013
    S       50,000     $ 4.94