-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QoivfL4YtigvF0BPryonLzrmq2dKEiosb5pBwQ5O+8vJgZMm9rFMKNhZUDwsgIKl rgtHE9M5rQIwJvoolgF6vA== 0001172661-09-000434.txt : 20090219 0001172661-09-000434.hdr.sgml : 20090219 20090219143853 ACCESSION NUMBER: 0001172661-09-000434 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090219 DATE AS OF CHANGE: 20090219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR CORP /NEW/ CENTRAL INDEX KEY: 0000920760 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 954337490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49015 FILM NUMBER: 09621220 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC GREYSTONE CORP /DE/ DATE OF NAME CHANGE: 19940323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEM REALTY ADVISORS, LLC CENTRAL INDEX KEY: 0001283672 IRS NUMBER: 364212050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 N MICHIGAN AVE STREET 2: STE 1450 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3129152900 MAIL ADDRESS: STREET 1: 900 N MICHIGAN AVE STREET 2: STE 1450 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: GEM VALUE PARTNERS LLC DATE OF NAME CHANGE: 20040315 SC 13G 1 lennarcorp0209.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 Lennar Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 526057104 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GEM Realty Advisors, LLC 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware LLC 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) IA/OO CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GEM Capital, L.L.C. 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware LLC 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) HC/OO CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GEM MM, LLC 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware LLC 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) OO CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GEM Special MM, LLC 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware LLC 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) OO CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Atrium GEM Partners, LLC 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware LLC 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) HC/OO CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Norman S. Geller 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization US Citizen 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) IN/HC CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael A. Elrad 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization US Citizen 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) IN/HC CUSIP No. 526057104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Barry A. Malkin 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization US Citizen 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,567,600 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,567,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,567,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) Approximately 5.10% as of December 31, 2008 (based on 129,251,272 shares of Class A Common Stock issued and outstanding per Form 10-K dated January 26, 2009). 12. Type of Reporting Person (See Instructions) IN/HC Item 1. (a) Issuer: Lennar Corporation 1. Address: 700 Northwest 107th Avenue, Miami, Florida 33172 Item 2. (a) Name of Person Filing: (b) Address of Principal Business Offices: (c) Citizenship: GEM Realty Advisors, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC GEM Capital, L.L.C. 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC Atrium GEM Partners, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC GEM MM, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC GEM Special MM, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC Norman S. Geller 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 U.S. Citizen Michael A. Elrad 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 U.S. Citizen Barry A. Malkin 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 U.S. Citizen (d) Title of Class of Securities Class A Common stock (e) CUSIP Number: 526057104 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [__] Broker or dealer registered under Section 15 of the Exchange Act; (b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [__] Investment company registered under Section 8 of the Investment Company Act; (e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [__] A non-U.S. institution in accordance with 13d-1(b)(1)(ii)(J); (k) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership[1] Please see Items 5 - 9 and 11 of the cover sheet for each filing person. Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable [1] Norman S. Geller, Michael A. Elrad and Barry A. Malkin may be considered control persons of, and therefore the beneficial owners of shares beneficially owned by, GEM Realty Advisors, LLC, GEM Capital, L.L.C., GEM MM, LLC, GEM Special MM, LLC and Atrium GEM Partners, LLC. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 20, 2009 GEM Realty Advisors, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner GEM Capital, L.L.C. By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner GEM MM, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner GEM Special MM, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner Atrium GEM Partners, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Manager Norman S. Geller /s/ Norm S. Geller Michael A. Elrad /s/ Michael A. Elrad Barry A. Malkin /s/ Barry A. Malkin JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated February 20, 2009, (the "Schedule 13G"), with respect to the Class A Common Stock of Lennar Corporation is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, 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 20th day of February 2009. GEM Realty Advisors, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner GEM Capital, L.L.C. By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner GEM MM, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner GEM Special MM, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Senior Managing Partner Atrium GEM Partners, LLC By: /s/ Michael A. Elrad Name: Michael Elrad Title: Manager Norman S. Geller /s/ Norm S. Geller Michael A. Elrad /s/ Michael A. Elrad Barry A. Malkin /s/ Barry A. Malkin -----END PRIVACY-ENHANCED MESSAGE-----