0001493152-16-016022.txt : 20161220 0001493152-16-016022.hdr.sgml : 20161220 20161219181832 ACCESSION NUMBER: 0001493152-16-016022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161220 DATE AS OF CHANGE: 20161219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVATIVE INDUSTRIAL PROPERTIES INC CENTRAL INDEX KEY: 0001677576 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 812963381 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89721 FILM NUMBER: 162059932 BUSINESS ADDRESS: STREET 1: 1190 BERNARDO CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 844-692-1800 MAIL ADDRESS: STREET 1: 1190 BERNARDO CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: INNOVATIVE GREENHOUSE PROPERTIES INC DATE OF NAME CHANGE: 20160620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DG Capital Management, LLC CENTRAL INDEX KEY: 0001512716 IRS NUMBER: 208404862 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-942-5700 MAIL ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Innovative Industrial Properties, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45781V101

(CUSIP Number)

December 14, 2016

(Date of Event Which Requires Filing of this Statement)

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

[ ] Rule 13d-1(b)

[X] 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 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.	45781V101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	DG Value Partners II Master Fund, LP

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) [ ]
	(b) [X]

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

	0

6.	SHARED VOTING POWER

	173,886

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	173,886

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	173,886

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	[ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.19%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No.	45781V101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	DG Capital Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) [ ]
	(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	213,215

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	213,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	213,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	[ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.36%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

CUSIP No.	45781V101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Dov Gertzulin

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) [ ]
	(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	213,215

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	213,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	213,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	[ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.36%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Item 1.	(a).	Name of Issuer: Innovative Industrial Properties, Inc.

	(b).	Address of issuer’s principal executive offices:

		17190 Bernardo Center Drive
		San Diego, California 92128

Item 2.	(a).	Name of person filing:

		DG Value Partners II Master Fund, LP
		DG Capital Management, LLC
		Dov Gertzulin

	(b).	Address or principal business office or, if none, residence:

		460 Park Avenue, 22nd Floor New York, NY 10022

	(c).	Citizenship:

		DG Value Partners II Master Fund, LP – Cayman Islands
		DG Capital Management, LLC – Delaware, United States of America
		Dov Gertzulin – United States of America

	(d).	Title of class of securities:

		Common Stock, par value $0.001 per share

	(e).	CUSIP No.:

		45781V101

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

	N/A

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:

		DG Value Partners II Master Fund, LP - 173,886*
		DG Capital Management, LLC – 213,215*
		Dov Gertzulin – 213,215*

	(b)	Percent of class:

		DG Value Partners II Master Fund, LP – 5.19%*
		DG Capital Management, LLC – 6.36%*
		Dov Gertzulin – 6.36%*

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			DG Value Partners II Master Fund, LP – 0
			DG Capital Management, LLC – 0
			Dov Gertzulin – 0

		(ii)	Shared power to vote or to direct the vote

			DG Value Partners II Master Fund, LP - 173,886*
			DG Capital Management, LLC – 213,215*
			Dov Gertzulin – 213,215*

		(iii)	Sole power to dispose or to direct the disposition of

			DG Value Partners II Master Fund, LP – 0
			DG Capital Management, LLC – 0
			Dov Gertzulin – 0

		(iv)	Shared power to dispose or to direct the disposition of

			DG Value Partners II Master Fund, LP - 173,886*
			DG Capital Management, LLC – 213,215*
			Dov Gertzulin – 213,215*

*Shares reported herein are held by private investment funds and separately managed accounts (the “DG Entities”) for which DG Capital Management, LLC serves as the investment manager. Dov Gertzulin serves as the managing member of DG Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. The beneficial ownership percentage reported herein is based on 3,350,000 Common Shares outstanding according to the prospectus dated November 30, 2016 relating to the Company’s Registration Statement on Form S-11 (File No. 333-214148).

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 [_].

	N/A

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

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

	N/A

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

	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

	N/A

Item 9.	Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

	N/A

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.

Dated: December 19, 2016

	DG Value Partners II Master Fund, LP

	By:	/s/ Dov Gertzulin
		Dov Gertzulin, Managing Member of the General Partner, DG Capital Partners II, LLC

	DG Capital Management, LLC

	By:	/s/ Dov Gertzulin
		Dov Gertzulin, Managing Member

	Dov Gertzulin

	By:	/s/ Dov Gertzulin
		Dov Gertzulin, Individually

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EX-1 2 ex-1.htm

Exhibit 1

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Innovative Industrial Properties, Inc., together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

Dated: December 19, 2016

	DG Value Partners II Master Fund, LP

	By:	/s/ Dov Gertzulin
		Dov Gertzulin, Managing Member of the General Partner, DG Capital Partners II, LLC

	DG Capital Management, LLC

	By:	/s/ Dov Gertzulin
		Dov Gertzulin, Managing Member

	Dov Gertzulin

	By:	/s/ Dov Gertzulin
		Dov Gertzulin, Individually