0001532619-12-000031.txt : 20121009 0001532619-12-000031.hdr.sgml : 20121008 20121009111707 ACCESSION NUMBER: 0001532619-12-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121009 DATE AS OF CHANGE: 20121009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lesser David H CENTRAL INDEX KEY: 0001479527 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 301 WINDING ROAD CITY: OLD BETHPAGE STATE: NY ZIP: 11804 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Power REIT CENTRAL INDEX KEY: 0001532619 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 453116572 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86617 FILM NUMBER: 121134224 BUSINESS ADDRESS: STREET 1: 301 WINDING ROAD CITY: OLD BETHPAGE STATE: NY ZIP: 11804 BUSINESS PHONE: 212-750-0373 MAIL ADDRESS: STREET 1: 301 WINDING ROAD CITY: OLD BETHPAGE STATE: NY ZIP: 11804 SC 13D 1 PW13D10092012.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Power REIT -------------------------------------------------- (Exact Name of Issuer as Specified in its Charter) COMMON STOCK ------------------------------ (Title of Class of Securities) 73933H 101 --------------------- (CUSIP Number) David H. Lesser 212-750-0373 Power REIT 301 Winding Road Old Bethpage, NY 11804 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 2012 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the 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(b)(3) or (4), 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 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). SCHEDULE 13D CUSIP No. 73933H 101 --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS David H. Lesser --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] --------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF --------------------------------------------------------------------- 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 of America --------------------------------------------------------------------- 7 SOLE VOTING POWER 31,530* NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER 138,835 BENEFICIALLY OWNED ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 11,530* ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 138,835 --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON David H. Lesser ("DHL") directly owns 11,530 shares of common shares. Partnerships owned and/or managed by DHL own 138,835 common shares. * DHL was granted 20,000 shares of restricted common stock subject to vesting and other provisions under the grant agreement and subject to the terms of the Company's 2012 Equity Incentive Plan approved by shareholders. The restricted stock confers dividend and voting rights during the vesting period, but are not transferrable prior to vesting. --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] See Item 5 --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.30% --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN --------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 73933H 101 --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Hudson Bay Partners, LP --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] --------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------- 4 SOURCE OF FUNDS* CO --------------------------------------------------------------------- 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, United States --------------------------------------------------------------------- 7 SOLE VOTING POWER 85,638 NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER N/A BENEFICIALLY OWNED ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 85,638 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,638 shares of common shares --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.18% --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN --------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 73933H 101 --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS HBP PW, LLC --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] --------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------- 4 SOURCE OF FUNDS* CO --------------------------------------------------------------------- 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, United States --------------------------------------------------------------------- 7 SOLE VOTING POWER 53,197 NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER N/A BENEFICIALLY OWNED ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 53,197 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,197 shares of common shares --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.22% --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN --------------------------------------------------------------------- This Schedule 13D is a continuation of filings that have been previously filed by the Reporting Persons related to ownership of common shares of Pittsburgh & West Virginia Railroad. Item 1. Security and Issuer. The class of securities to which this statement relates is common shares of beneficial interest, $0.001 par value, (the "Common Shares") of Power REIT (the "Company" or "Issuer"). In addition to the amounts reported, DHL was granted an option to acquire 100,000 shares of common stock on August 13, 2012. The option is subject to vesting and other provisions under the terms of the option grant and the Company's Equity Incentive Plan that was approved by shareholders. No options to acquire Common Shares are vesting within 60 days of this filing. Upon vesting, DHL will have the right to acquire additional shares at the grant date closing price. The address of the principal executive offices of the Company is: David H. Lesser CEO & Chairman of the Board of Trustees Power REIT 301 Winding Road Old Bethpage, NY 11804 Item 2. Identity and Background This statement is filed on behalf of each of David H. Lesser ("DHL"), a United States citizen, Hudson Bay Partners, LP, a Delaware limited partnership ("Hudson Bay"), and HBP PW, LLC, a Delaware limited liability company ("HBP") (collectively, the "Reporting Persons"). DHL is the sole owner and managing partner of Hudson Bay and the managing member of HBP. The address for the Reporting Persons is: 301 Winding Road Old Bethpage, NY 11804 DHL is the CEO and Chairman of the Board of Trustees of the Company. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 and Amount of Funds or Other Consideration. The responses to Items 4 and 6 are incorporated herein by reference. Item 4. Purpose of Transaction. The shares were acquired by the Reporting Persons for investment and the restricted shares were acquired as compensation for services. The Reporting Persons reserve the right to acquire additional shares of the Issuer, either in open market purchases or in private transactions. Other than as described in this Item 4, the Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer's financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, each of the Reporting Persons reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional Shares or other securities of the Issuer, or instruments convertible into or exercisable for any such securities or instruments into which any such securities are convertible into or exchangeable for, including Shares (collectively, "Issuer Securities"), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, and/or (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Issuer Securities. Item 5. Interest in Securities of the Issuer As of the date hereof, the Reporting Persons beneficially own, directly and indirectly, 170,365 Common Shares or 10.30% of the total number of the Common Shares outstanding (including restricted shares issued and outstanding). The interests are owned directly or indirectly as follows: Sole Power to Shared Power to Direct Voting Direct Voting Total &/Or Disposition & Disposition Shares -------------- --------------- ----------- David H. Lesser(1)(2) 31,530 138,835 170,365 Hudson Bay Partners, LP(3) 85,638 0 85,638 HBP PW, LLC(4) 53,197 0 53,197 _________ (1) David H. Lesser ("DHL") may be deemed to have sole power to direct the voting and disposition of 11,530 Common Shares and the sole power to direct the voting of 20,000 restricted Common Shares that were granted to DHL on August 13, 2012. The restricted shares are subject to vesting and other provisions contained within the grant, which provide for dividend and voting rights during the vesting period, but are not transferrable prior to vesting. (2) MEL Generation Skipping Trust, a trust set up for the children of DHL, ("MEL Trust") owns 10,383 Common Shares. DHL disclaims any beneficial, pecuniary or residual interest in MEL Trust, does not serve as Trustee and does not have the power to revoke the MEL Trust. (3) DHL owns 100% of Hudson Bay Partners, LP ("Hudson Bay"). Hudson Bay may be deemed to have sole power and DHL may be deemed to have shared power to direct the voting and disposition of 85,638 Common Shares. Hudson Bay acquired 228 common shares at a price of 7.30 on October 5, 2012 and 228 common shares at a price of 7.16 on October 4, 2012. (4) DHL is the managing member of HBP PW, LLC ("HBP"). HBP may be deemed to have sole power and DHL may be deemed to have shared power to direct the voting and disposition of 53,197 Common Shares. HBP acquired 500 common shares on September 27, 2012 at a price of 7.12, 500 common shares on September 28, 2012 at a price of 7.25, 202 common shares on October 3 at a price of 7.45 and 235 common shares on October 4 at a price of 7.40. Item 6. Contracts, Arrangements, Understandings or Relationships David H. Lesser is the CEO and Chairman of the Board of Trustees of the Company. There are no contracts, arrangements or understandings with respect to securities of the Issuer. Item 7. Material to be Filed as Exhibits. None. 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. DAVID H. LESSER By: /s/ David H. Lesser Date: October 9, 2012 HUDSON BAY PARTNERS, LP By: /s/ David H. Lesser Name: David H. Lesser Title: Managing Partner Date: October 9, 2012 HBP PW, LLC By: /s/ David H. Lesser Name: David H. Lesser Title: Managing Member Date: October 9, 2012