SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )*
ORION OFFICE REIT INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
68629Y103
(CUSIP Number)
December 31, 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) |
| [ ] | 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 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. 68629Y103 | 13G | Page 1 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Sessa Capital (Master), L.P. |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) [ ] (b) [ ] |
| 3. |
SEC USE ONLY
|
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
4,270,035 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
4,270,035 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,270,035 |
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 68629Y103 | 13G | Page 2 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Sessa Capital GP, LLC |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) [ ] (b) [ ] |
| 3. |
SEC USE ONLY
|
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
4,270,035 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
4,270,035 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,270,035 |
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 68629Y103 | 13G | Page 3 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Sessa Capital IM, L.P. |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) [ ] (b) [ ] |
| 3. |
SEC USE ONLY
|
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
4,270,035 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
4,270,035 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,270,035 |
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 68629Y103 | 13G | Page 4 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Sessa Capital IM GP, LLC |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) [ ] (b) [ ] |
| 3. |
SEC USE ONLY
|
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
4,270,035 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
4,270,035 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,270,035 |
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 68629Y103 | 13G | Page 5 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
John Petry |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) [ ] (b) [ ] |
| 3. |
SEC USE ONLY
|
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
4,270,035 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
4,270,035 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,270,035 |
|
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% |
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 68629Y103 | 13G | Page 6 of 9 Pages |
| Item 1. | (a) |
Name of Issuer Orion Office REIT Inc. |
| (b) |
Address of Issuer’s Principal Executive Offices 2325 E. Camelback Road, Suite 850 Phoenix, AZ 85016 |
| Item 2. | (a) |
Name of Person Filing 1. Sessa Capital (Master), L.P. 2. Sessa Capital GP, LLC 3. Sessa Capital IM, L.P. 4. Sessa Capital IM GP, LLC 5. John Petry |
| (b) |
Address of the Principal Office or, if none, residence 888 Seventh Avenue, 30th Floor, New York, NY, 10019 | |
| (c) |
Citizenship Sessa Capital (Master), L.P. is a Cayman Islands exempted limited partnership. Sessa Capital GP, LLC and Sessa Capital IM GP, LLC are Delaware limited liability companies. Sessa Capital IM, L.P. is a Delaware limited partnership. Mr. Petry is a citizen of the United States. | |
| (d) |
Title of Class of Securities Common Stock, par value $0.001 per share (“Shares”) | |
| (e) |
CUSIP Number 68629Y103 |
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) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP No. 68629Y103 | 13G | Page 7 of 9 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount beneficially owned:
Sessa Capital (Master), L.P. (the “Fund”) directly beneficially owns 4,270,035 Shares.
Sessa Capital GP, LLC is the general partner of the Fund and, as a result, may be deemed to beneficially own Shares owned by the Fund.
Sessa Capital IM, L.P. is the investment manager of the Fund and, as a result, may be deemed to beneficially own Shares owned by the Fund.
Sessa Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own shares beneficially owned by Sessa Capital IM, L.P.
Mr. Petry is the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own shares owned by the Fund.
| |
| (b) |
Percent of class:
7.5%, based on 56,625,650 shares of Common Stock outstanding as of November 30, 2021, according to the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2021, which was filed with the Securities and Exchange Commission on December 2, 2021.
| |
| (c) | Number of shares as to which the person has: | |
| (i) |
Sole power to vote or to direct the vote:
Sessa Capital (Master), L.P. may be deemed to have the sole power to vote or direct the vote of 4,270,035 Shares.
Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and Mr. Petry may be deemed to have the sole power to vote or direct the vote of 4,270,035 Shares.
| |
| (ii) |
Shared power to vote or to direct the vote:
Not applicable | |
| (iii) |
Sole power to dispose or to direct the disposition of:
Sessa Capital (Master), L.P. may be deemed to have the sole power to dispose or to direct the disposition of 4,270,035 Shares.
Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and Mr. Petry be deemed to have the sole power to dispose or direct the disposition of 4,270,035 Shares.
| |
| (iv) |
Shared power to dispose or to direct the disposition of:
Not applicable | |
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 [ ] .
| CUSIP No. 68629Y103 | 13G | Page 8 of 9 Pages |
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.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
| CUSIP No. 68629Y103 | 13G | Page 9 of 9 Pages |
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.
| By: | /s/ John Petry | ||
| John Petry | |||
| John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P. | |||
| Date: | February 14, 2022 |
SCHEDULE 13G
CUSIP No. 68629Y103
EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement, dated as of February 14, 2022, by and between Sessa Capital (Master), L.P., Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and John Petry.
SCHEDULE 13G
CUSIP No. 68629Y103
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree, as of February 14, 2022, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Orion Office REIT Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
| By: | /s/ John Petry | ||
| John Petry | |||
| John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P. | |||
| Date: | February 14, 2022 |