0001172661-21-000876.txt : 20210219 0001172661-21-000876.hdr.sgml : 20210219 20210219163717 ACCESSION NUMBER: 0001172661-21-000876 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210219 DATE AS OF CHANGE: 20210219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Easterly Government Properties, Inc. CENTRAL INDEX KEY: 0001622194 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 472047728 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88737 FILM NUMBER: 21656510 BUSINESS ADDRESS: STREET 1: 2101 L STREET NW STREET 2: SUITE 650 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: (202) 595-9500 MAIL ADDRESS: STREET 1: 2101 L STREET NW STREET 2: SUITE 650 CITY: WASHINGTON STATE: DC ZIP: 20037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Resolution Capital Ltd CENTRAL INDEX KEY: 0001612389 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LEVEL 38, AUSTRALIA SQUARE TOWER STREET 2: 264 GEORGE STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 BUSINESS PHONE: 61282589188 MAIL ADDRESS: STREET 1: LEVEL 38, AUSTRALIA SQUARE TOWER STREET 2: 264 GEORGE STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 SC 13G/A 1 resolution-dea020221a1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



Easterly Government Properties, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

27616P103

(CUSIP Number)

 

 

February 2, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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.  27616P103
 SCHEDULE 13G/A
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Resolution Capital Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Australia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
4,009,894
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
4,009,894
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,009,894
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.94%
12
TYPE OF REPORTING PERSON
 
IA

 
 

 

CUSIP No. 27616P103
 SCHEDULE 13G/A
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

Easterly Government Properties, Inc.

Item 1.(b) Address of Issuer’s Principal Executive Offices

2101 L Street NW, Suite 650, Washington, D.C. 20037

Item 2.(a) Name of Person Filing

Resolution Capital Limited

 

Item 2.( b) Address of Principal Business Office

Level 38, 264 George St 

Sydney Australia 2000

 

Item 2.(c) Citizenship

Australia

  

Item 2.(d) Title of Class of Securities

Common Stock (the “Common Stock”)

 

Item 2.(e) CUSIP No.:

27616P103

 

CUSIP No.  27616P103
 SCHEDULE 13G/A
Page 4 of 6 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 27616P103
 SCHEDULE 13G/A
Page 5 of 6 Pages

 

 

Item 4. Ownership

Information with respect to the Reporting Person’s ownership of the Common Stock as of February 2, 2021 is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The amount beneficially owned by the Reporting Person is determined based on 81,231,365 shares of Common Stock outstanding as of October 26, 2020, as the Issuer reported in its 10-Q filed with the SEC on November 2, 2020.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

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 acquired and are held in the ordinary course of business and 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.

 

 
CUSIP No. 27616P103
 SCHEDULE 13G/A
Page 6 of 6 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.

 

Dated: February 19, 2021

 

 

 

 

Resolution Capital Limited

       
  By:  /s/ Alex Ihlenfeldt
    Alex Ihlenfeldt, Company Secretary