UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Innovative Industrial Properties, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45781V101
(CUSIP Number)
November 30, 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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. 45781V101 | Schedule 13G | Page 2 of 9 |
1. | Name of Reporting Persons:
Milestone Investments, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
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3. | SEC Use Only
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4. | Citizenship or Place of Organization:
Alaska | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power:
0 | ||||
6. | Shared Voting Power:
225,000 | |||||
7. | Sole Dispositive Power:
0 | |||||
8. | Shared Dispositive Power:
225,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
225,000 | |||||
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):
6.7% (1) | |||||
12. | Type of Reporting Person (See Instructions):
PN |
(1) | Calculated based on 3,350,000 shares of common stock, par value $0.001 per share (Common Shares), of Innovative Industrial Properties, Inc. (the Company) outstanding, according to the prospectus dated November 30, 2016 relating to the Companys Registration Statement on Form S-11 (File No. 333-214148). |
CUSIP No. 45781V101 | Schedule 13G | Page 3 of 9 |
1. | Name of Reporting Persons:
Wicklow Capital, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
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3. | SEC Use Only
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4. | Citizenship or Place of Organization:
Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power:
0 | ||||
6. | Shared Voting Power:
225,000 | |||||
7. | Sole Dispositive Power:
0 | |||||
8. | Shared Dispositive Power:
225,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
225,000 | |||||
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):
6.7% (1) | |||||
12. | Type of Reporting Person (See Instructions):
CO, HC |
(1) | Calculated based on 3,350,000 Common Shares outstanding according to the prospectus dated November 30, 2016 relating to the Companys Registration Statement on Form S-11 (File No. 333-214148). |
CUSIP No. 45781V101 | Schedule 13G | Page 4 of 9 |
1. | Name of Reporting Persons:
Daniel V. Tierney 2003 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (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:
0 | ||||
6. | Shared Voting Power:
225,000 | |||||
7. | Sole Dispositive Power:
0 | |||||
8. | Shared Dispositive Power:
225,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
225,000 | |||||
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):
6.7% (1) | |||||
12. | Type of Reporting Person (See Instructions):
OO, HC |
(1) | Calculated based on 3,350,000 Common Shares outstanding according to the prospectus dated November 30, 2016 relating to the Companys Registration Statement on Form S-11 (File No. 333-214148). |
CUSIP No. 45781V101 | Schedule 13G | Page 5 of 9 |
1. | Name of Reporting Persons:
Daniel V. Tierney | |||||
2. | Check the Appropriate Box if a Member of a Group (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:
0 | ||||
6. | Shared Voting Power:
225,000 | |||||
7. | Sole Dispositive Power:
0 | |||||
8. | Shared Dispositive Power:
225,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
225,000 | |||||
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):
6.7% (1) | |||||
12. | Type of Reporting Person (See Instructions):
IN, HC |
(1) | Calculated based on 3,350,000 Common Shares outstanding according to the prospectus dated November 30, 2016 relating to the Companys Registration Statement on Form S-11 (File No. 333-214148). |
Item 1. | (a) | Name of Issuer | ||
Innovative Industrial Properties, Inc. | ||||
| ||||
(b) | Address of Issuers Principal Executive Offices: | |||
17190 Bernardo Center Drive San Diego, CA 92128 | ||||
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Item 2. | (a) | Name of Person Filing | ||
This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons): | ||||
Milestone Investments, LP (Milestone) Wicklow Capital, Inc. (Wicklow) Daniel V. Tierney 2003 Trust (the Trust) Daniel V. Tierney (Tierney) | ||||
| ||||
(b) | Address of Principal Business Office | |||
737 N. Michigan Ave., Suite 2100 Chicago, IL 60611 | ||||
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(c) | Citizenship | |||
Milestone: Alaska Wicklow: Illinois Trust: United States Tierney: United States | ||||
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(d) | Title of Class of Securities: | |||
Common Stock, par value $0.001 per share | ||||
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(e) | CUSIP Number: | |||
45781V101 | ||||
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Item 3. | Type of Filing. | |||
Not Applicable. | ||||
Item 4. | Ownership. | |||
Each of Wicklow, the Trust and Tierney may be deemed the beneficial owner of 225,000 Common Shares directly held by | ||||
Milestone, which is approximately 6.7% of the Common Shares outstanding. The foregoing percentage was calculated based on 3,350,000 Common Shares outstanding according to the prospectus dated November 30, 2016 relating to the Companys Registration Statement on Form S-11 (File No. 333-214148). | ||||
Wicklow is the general partner of Milestone. The Trust is the sole stockholder of Wicklow and the sole limited partner of | ||||
each of Milestone. Tierney is the trustee and sole beneficiary of the Trust and has sole voting and dispositive power over the securities held by the Trust. In such capacities, each of Wicklow, the Trust and Tierney share voting and dispositive power over 225,000 Common Shares with Milestone. | ||||
Item 5. | Ownership of Five Percent or Less of a Class. | |||
Not Applicable. | ||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
Not Applicable.
|
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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 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, other than activities solely in connection with a nomination under §240.14a-11. |
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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 12, 2016
MILESTONE INVESTMENTS, LP | ||
By: | Wicklow Capital, Inc., its general partner | |
By: | /s/ Emma Cuadrado | |
Name: Emma Cuadrado | ||
Title: Secretary | ||
WICKLOW CAPITAL, INC. | ||
By: | /s/ Emma Cuadrado | |
Name: Emma Cuadrado | ||
Title: Secretary | ||
DANIEL V. TIERNEY 2003 TRUST | ||
By: | /s/ Daniel V. Tierney | |
Name: Daniel V. Tierney | ||
Title: Trustee | ||
/s/ Daniel V. Tierney | ||
DANIEL V. TIERNEY |
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EXHIBIT INDEX
Exhibit |
Description of Exhibits | |
99.1 | Joint Filing Agreement, dated as of December 12, 2016, by and among Milestone Investments, LP, Wicklow Capital, Inc., the Daniel V. Tierney 2003 Trust and Daniel V. Tierney |
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Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to this Joint Filing Agreement (this Agreement), the undersigned hereby agree that the Schedule 13G filed on December 12, 2016 (the Schedule 13G), relating to the common stock, par value $0.001 per share, of Innovative Industrial Properties, Inc., a Maryland corporation, is, and any amendments to the Schedule 13G executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 12, 2016.
MILESTONE INVESTMENTS, LP | ||
By: | Wicklow Capital, Inc., its general partner | |
By: | /s/ Emma Cuadrado | |
Name: Emma Cuadrado | ||
Title: Secretary | ||
WICKLOW CAPITAL, INC. | ||
By: | /s/ Emma Cuadrado | |
Name: Emma Cuadrado | ||
Title: Secretary | ||
DANIEL V. TIERNEY 2003 TRUST | ||
By: | /s/ Daniel V. Tierney | |
Name: Daniel V. Tierney | ||
Title: Trustee | ||
/s/ Daniel V. Tierney | ||
DANIEL V. TIERNEY |
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