UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No 1. to

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

INVENTRUST PROPERTIES CORP.

(Name of Subject Company)

INVENTRUST PROPERTIES CORP.

(Names of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

46124J 102

(CUSIP Number of Class of Securities)

Christy L. DavidExecutive Vice President, Chief Investment Officer, General Counsel & SecretaryInvenTrust Properties Corp.
3025 Highland Parkway, Suite 350
Downers Grove, Illinois 60515
(855) 377-0510

(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)

£ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

INTRODUCTION

This Amendment No. 1 (this “Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2020 (as amended from time to time, the “Schedule 14D-9”), by InvenTrust Properties Corp.., a Maryland corporation (the “Company”). The original filing on Schedule 14D-9 related to a tender offer by MacKenzie Northstar Fund 3, LP, MacKenzie Badger Acquisition Co. 3, LLC, MPF Blue Ridge Fund I, LLC, MacKenzie Blue Ridge Fund III, LP and SCM Special Fund 3, LP, (collectively the “Offeror”) to purchase up to 1,500,000 shares of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”), at a price equal to $0.83 per share upon the terms and subject to the conditions set forth in the Offer to Purchase that, to the Company’s knowledge, the Offeror caused to be disseminated to the Company’s stockholders on or about August 17, 2020 (the “Offer to Purchase”). To the Company’s knowledge, the Offeror has not filed with the SEC a Schedule TO containing the Offer to Purchase.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant in this Amendment.

Item 4. The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended by restating the first sentence of the seventh bullet of part (b) thereof to read as follows:

• The Offeror attempts to force any dispute that may arise between a stockholder and any other party relating to the Tender Offer into binding arbitration in San Francisco, California.

2

SIGNATURE

After due 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.

/s/ Christy L. David                                       

(Signature)

Christy L. David                        

E.V.P., Chief Investment Officer, Gen. Counsel & Secretary    

(Name and Title)

August 18, 2020                    

(Date)