0000902664-17-002662.txt : 20170616 0000902664-17-002662.hdr.sgml : 20170616 20170616163427 ACCESSION NUMBER: 0000902664-17-002662 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170616 DATE AS OF CHANGE: 20170616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE REIT INC. CENTRAL INDEX KEY: 0001564540 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89968 FILM NUMBER: 17916509 BUSINESS ADDRESS: STREET 1: 77 KING ST. WEST, SUITE 4010 STREET 2: P.O. BOX 159, TD CENTRE CITY: TORONTO STATE: A6 ZIP: M5K 1H1 BUSINESS PHONE: 647-925-7522 MAIL ADDRESS: STREET 1: 77 KING ST. WEST, SUITE 4010 STREET 2: P.O. BOX 159, TD CENTRE CITY: TORONTO STATE: A6 ZIP: M5K 1H1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FrontFour Capital Group LLC CENTRAL INDEX KEY: 0001430308 IRS NUMBER: 205997207 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-274-9050 MAIL ADDRESS: STREET 1: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 p17-1356sc13da.htm FRONTFOUR CAPITAL GROUP LLC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Granite Real Estate Investment Trust Granite REIT Inc.
(Name of Issuer)

Stapled Units, no par value per unit
(Title of Class of Securities)

387437114
(CUSIP Number)

Zachary George FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830 (203) 274-9050 Samir A. Manji Sandpiper Asset Management Inc. 200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6 (604) 558-4885 Walied Soliman, Esq. Heidi Reinhart, Esq. Norton Rose Fulbright Canada LLP 200 Bay Street, Suite 3800 Toronto, Ontario M5J 2Z4 (416) 216-4820 Aneliya Crawford, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2372
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 15, 2017
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 21 Pages)

______________________________

* 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 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 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. 387437114

SCHEDULE 13D

Page 2 of 21 Pages

1	NAME OF REPORTING PERSONS FrontFour Capital Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,065,376 (including options to purchase 374,800 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,065,376 (including options to purchase 374,800 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,065,376 (including options to purchase 374,800 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.26%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 387437114

SCHEDULE 13D

Page 3 of 21 Pages

1	NAME OF REPORTING PERSONS FrontFour Value Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 703,500
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 703,500
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 703,500
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.49%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 387437114

SCHEDULE 13D

Page 4 of 21 Pages

1	NAME OF REPORTING PERSONS FrontFour Value GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 703,500
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 703,500
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 703,500
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.49%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 387437114

SCHEDULE 13D

Page 5 of 21 Pages

1	NAME OF REPORTING PERSONS FrontFour Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 641,357 (including options to purchase 230,600 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 641,357 (including options to purchase 230,600 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,357 (including options to purchase 230,600 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.36%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 387437114

SCHEDULE 13D

Page 6 of 21 Pages

1	NAME OF REPORTING PERSONS FrontFour Opportunity Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 26,624 (including options to purchase 16,200 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 26,624 (including options to purchase 16,200 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 26,624 (including options to purchase 16,200 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 387437114

SCHEDULE 13D

Page 7 of 21 Pages

1	NAME OF REPORTING PERSONS FrontFour Capital Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 26,624 (including options to purchase 16,200 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 26,624 (including options to purchase 16,200 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 26,624 (including options to purchase 16,200 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 1%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 387437114

SCHEDULE 13D

Page 8 of 21 Pages

1	NAME OF REPORTING PERSONS Stephen Loukas
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.81%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 387437114

SCHEDULE 13D

Page 9 of 21 Pages

1	NAME OF REPORTING PERSONS David A. Lorber
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.81%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 387437114

SCHEDULE 13D

Page 10 of 21 Pages

1	NAME OF REPORTING PERSONS Zachary George
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,795,500 (including options to purchase 391,000 Stapled Units)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,795,500 (including options to purchase 391,000 Stapled Units)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,795,500 (including options to purchase 391,000 Stapled Units)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.81%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 387437114

SCHEDULE 13D

Page 11 of 21 Pages

1	NAME OF REPORTING PERSONS Sandpiper Asset Management Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,124,075
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,124,075
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 387437114

SCHEDULE 13D

Page 12 of 21 Pages

1	NAME OF REPORTING PERSONS Sandpiper Real Estate Fund Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 255,225
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 255,225
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 255,225
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 387437114

SCHEDULE 13D

Page 13 of 21 Pages

1	NAME OF REPORTING PERSONS Stone Opportunity Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 868,850
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 868,850
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 868,850
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.84%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 387437114

SCHEDULE 13D

Page 14 of 21 Pages

1	NAME OF REPORTING PERSONS Sandpiper GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,124,075
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,124,075
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 387437114

SCHEDULE 13D

Page 15 of 21 Pages

1	NAME OF REPORTING PERSONS Samir A. Manji
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,124,075
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,124,075
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 387437114

SCHEDULE 13D

Page 16 of 21 Pages

1	NAME OF REPORTING PERSONS Salim Aziz Manji
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,124,075
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,124,075
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,124,075
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.39%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 387437114

SCHEDULE 13D

Page 17 of 21 Pages

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2017 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on May 8, 2017 (“Amendment No. 1”) and Amendment No. 2 filed with the SEC on May 30, 2017 (“Amendment No. 2” and, together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the “Schedule 13D”), with respect to the Stapled Units, consisting of (i) one unit, no par value per unit, of Granite Real Estate Investment Trust, an Ontario real estate investment trust (the “REIT”), and (ii) one common share, no par value per share, of Granite REIT Inc., a British Columbia corporation (the “GP”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 4, 5 and 7 as set forth below. This Amendment No. 3 constitutes an “exit filing” for the Reporting Persons.

Item 4.	PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

As previously disclosed in Amendment No. 2, on May 26, 2017, the Reporting Persons filed an information circular / proxy statement (the “Information Circular / Proxy Statement”) disclosing the names and qualifications of Al Mawani, Peter Aghar and Samir Manji, each a nominee of the Reporting Persons in connection with the election of trustees and directors to the boards of the REIT and GP, respectively, at the joint Annual General Meetings of the REIT unitholders and the GP shareholders on June 15, 2017 (the “Annual General Meetings”).

On June 14, 2017, Granite Real Estate Investment Trust and Granite REIT Inc. issued a joint press release disclosing that three incumbent directors and trustees, Wesley Voorheis, former Chairman; Peter Dey, former Vice-Chairman; and Brydon Cruise, former Chair of the Compensation Committee, would not be standing for reelection to the boards of the REIT and GP, respectively, at the Annual General Meetings. On June 15, 2017, at the Annual General Meetings, the REIT unitholders and the GP shareholders elected each of Al Mawani, Peter Aghar and Samir Manji (all three nominees of the Reporting Persons) as a trustee and director of the REIT and GP, respectively.

Pursuant to the terms of the Group Agreement dated April 25, 2017, by and between FrontFour Capital and Sandpiper GP, on June 16, 2017, the Reporting Persons terminated their status as a “group” with respect to the Stapled Units for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder.

Also on June 14, 2017, the Reporting Persons issued a press release regarding the foregoing (the “June 14 Press Release”). The foregoing summary of the June 14 Press Release is qualified in its entirety by reference to the full text of the June 14 Press Release, a copy of which is attached hereto as Exhibit 9, and is incorporated by reference herein.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER

Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Stapled Units as of June 16, 2017.

CUSIP No. 387437114

SCHEDULE 13D

Page 18 of 21 Pages

Item 7.	EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

Exhibit	Description
9	Press Release, dated June 14, 2017.

CUSIP No. 387437114

SCHEDULE 13D

Page 19 of 21 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: June 16, 2017

	FRONTFOUR CAPITAL GROUP LLC

	By:	/s/ Zachary George
		Name: Zachary George
		Title: Managing Member


	FRONTFOUR VALUE FUND

	By:	FrontFour Value GP Inc., its general partner

	By:	/s/ Zachary George
		Name: Zachary George
		Title: Director


	FRONTFOUR VALUE GP INC.

	By:	/s/ Zachary George
		Name: Zachary George
		Title: Director


	FRONTFOUR MASTER FUND, LTD.

	By:	FrontFour Capital Group LLC., its investment manager

	By:	/s/ Zachary George
		Name: Zachary George
		Title: Managing Member


	FRONTFOUR OPPORTUNITY FUND

	By:	FrontFour Capital Corp., its investment manager

	By:	/s/ Zachary George
		Name: Zachary George
		Title: Principal

CUSIP No. 387437114

SCHEDULE 13D

Page 20 of 21 Pages

	FRONTFOUR CAPITAL CORP.

	By:	/s/ Zachary George
		Name: Zachary George
		Title: Principal


	By:	/s/ Stephen Loukas
		Name: Stephen Loukas


	By:	/s/ David A. Lorber
		Name: David A. Lorber


	By:	/s/ Zachary George
		Name: Zachary George


	SANDPIPER ASSET MANAGEMENT INC.

	By:	/s/ Samir A. Manji
		Name: Samir A. Manji
		Title: Chief Executive Officer


	SANDPIPER REAL ESTATE FUND LIMITED PARTNERSHIP

	By:	Sandpiper GP Inc., its general partner

	By:	/s/ Samir A. Manji
		Name: Samir A. Manji
		Title: Chief Executive Officer


	STONE OPPORTUNITY LIMITED PARTNERSHIP

	By:	Sandpiper GP Inc., its general partner

	By:	/s/ Samir A. Manji
		Name: Samir A. Manji
		Title: Chief Executive Officer

CUSIP No. 387437114

SCHEDULE 13D

Page 21 of 21 Pages

	SANDPIPER GP INC.

	By:	/s/ Samir A. Manji
		Name: Samir A. Manji
		Title: Chief Executive Officer


	By:	/s/ Samir A. Manji
		Name: Samir A. Manji


	By:	/s/ Salim Aziz Manji
		Name: Salim Aziz Manji

EX-99 2 p17-1356exhibit9.htm EXHIBIT 9

EXHIBIT 9

FrontFour and Sandpiper’s Nominees to Join Granite REIT’s Board of Trustees and Directors

TORONTO, June 14, 2017 – FrontFour Capital Group LLC (“FrontFour”) and Sandpiper Group (“Sandpiper”), owners of approximately 6.2% of the outstanding stapled units of Granite Real Estate Investment Trust ("Granite") (GRT.UN:TSX, GRP.U:NYSE), are pleased to announce that Granite will be nominating its three highly qualified nominees, Al Mawani, Peter Aghar and Samir Manji to Granite’s Board of Trustees and Granite REIT Inc.’s Board of Directors (collectively the “Board”) for election at the joint upcoming meetings to be held on June 15, 2017. Current Board members G. Wesley Voorheis, Peter Dey and Brydon Cruise will not be standing for re-election.

FrontFour and Sandpiper’s nominees are looking forward to working constructively with Granite's management team and the rest of the elected Board. We believe that the reconstituted Board represents a group of individuals with extensive real estate and governance expertise. All five new Board nominees, including Al Mawani, Peter Aghar and Samir Manji, are seasoned real estate veterans, highly respected in the real estate industry and have considerable board experience. We believe the Board transition will be seamless with a focus on creating value for all unitholders.

Granite is a unique, high-quality global portfolio of industrial assets with tremendous long term potential to become a Canadian real estate champion. We are very excited about Granite’s prospects moving forward and are committed to its long-term success.

FrontFour and Sandpiper also wish to thank unitholders for their tremendous support throughout our campaign.

For further information, contact Zachary George at FrontFour Capital Group LLC – (203) 274-9053 or Samir Manji at Sandpiper Group – (604) 558-4885.

FRONTFOUR CAPITAL GROUP LLC

FrontFour Capital Group LLC, located in the United States at 35 Mason Street, Greenwich, CT 06830, was formed in December 2006. FrontFour Capital Group LLC is registered with the Securities & Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended.

SANDPIPER GROUP

Sandpiper is a Vancouver-based private equity firm focused on investing in real estate through direct property investments and securities. For more information about Sandpiper, visit www.sandpipergroup.ca.