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SCHEDULE 13D
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CUSIP No: 30227H106
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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CHAI TRUST COMPANY, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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4,631,691
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,631,691
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,631,691
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.02%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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SCHEDULE 13D
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CUSIP No: 30227H106
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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EGI-FUND B, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,849,806
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,849,806
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,849,806
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.60%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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SCHEDULE 13D
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Page 4 of 9 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Samuel Zell |
President. Mr. Zell is also Chairman and Chief Executive Officer of the Equity Group Investments division of Chai Trust (“EGI”).
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Mark Sotir |
Vice President. Mr. Sotir is also President and Chief Investment Officer of EGI and serves as Executive Chairman of the Issuer’s board of directors.
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Joseph Miron |
Vice President and Secretary.
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Philip G. Tinkler |
Vice President and Treasurer.
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Scott R. Peppet |
President and Senior Managing Director.
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Mark Sotir |
Chief Operating Officer, Vice President and Senior Managing Director. Mr. Sotir is also President and Chief Investment Officer of EGI and serves as Executive Chairman of the Issuer’s board of directors.
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SCHEDULE 13D
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Page 5 of 9 Pages
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Joseph Miron |
Chief Legal Officer.
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Philip G. Tinkler |
Chief Financial Officer.
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James Bunegar |
Compliance Officer, Assistant Trust Officer and Treasurer.
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Robert M. Levin |
Senior Trust Officer and Senior Managing Director. Mr. Levin is also of counsel in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
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Lucille McFarland |
Controller and Assistant Secretary.
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Carleen L. Schreder |
Secretary. Ms. Schreder is also a partner in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
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Thomas P. Heneghan |
Senior Managing Director. Mr. Heneghan is also the Chief Executive Officer of Equity International, a private equity firm.
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David J. Contis |
Senior Managing Director. Mr. Contis is also a Principal at Agora Advisors, Inc., whose address is 5421 Kietzke Lane, Suite 100, Reno NV 89511.
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JoAnn Zell |
Senior Managing Director. Ms. Zell is also a physician.
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Matthew Zell |
Senior Managing Director. Mr. Zell is also a high school teacher.
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Suzanne Campion |
Senior Managing Director. Ms. Campion is also an executive recruiter.
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SCHEDULE 13D
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Page 6 of 9 Pages
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Item 4.
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Purpose of the Transaction
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acquire, propose or agree to acquire, by purchase or otherwise, shares of Common Stock if such acquisition would result in the Prohibited Persons collectively having beneficial ownership of more than 24.99% of the then outstanding
shares of Common Stock, subject to exceptions for acquisitions by way of stock dividends or other distributions by the Issuer and for certain permitted acquisition transactions that are approved by the Board;
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form or join any group with respect to the Common Stock other than a group, if any, consisting solely of Prohibited Persons;
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deposit any Common Stock in a voting trust or subject any Common Stock to any voting agreement or similar arrangement;
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engage in any solicitation of proxies or intentionally and deliberately advise, encourage or influence any person with respect to the voting of any securities of the Issuer; or
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present to the Issuer or to any third party any proposal for a change of control of the Issuer, or seek representation on the Board, subject to exceptions that allow for private discussions between a Prohibited Person and the Issuer
that would not be required to be disclosed under applicable federal securities laws.
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SCHEDULE 13D
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Page 7 of 9 Pages
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Item 5. |
Interest in Securities of the Issuer
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SCHEDULE 13D
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Page 8 of 9 Pages
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Item 6 |
Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit F: |
Section 203 Agreement, dated as of February 29, 2020 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on March 2, 2020).
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SCHEDULE 13D
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Page 9 of 9 Pages
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CHAI TRUST COMPANY, LLC | |||
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By:
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/s/ Joseph Miron | |
Name: Joseph Miron | |||
Title: Chief Legal Officer | |||
EGI-FUND B, L.L.C. | |||
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By:
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/s/ Joseph Miron | |
Name: Joseph Miron | |||
Title: Vice President | |||