0001193125-16-790172.txt : 20161212 0001193125-16-790172.hdr.sgml : 20161212 20161212061103 ACCESSION NUMBER: 0001193125-16-790172 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 GROUP MEMBERS: MARY JO SCHULER GROUP MEMBERS: SERENITY INVESTMENTS, LLC GROUP MEMBERS: STEPHEN G. SCHULER 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: 162045266 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: Serenity Trading, LLC CENTRAL INDEX KEY: 0001691841 IRS NUMBER: 464379209 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1010 LAKE STREET STREET 2: #200 CITY: OAK PARK STATE: IL ZIP: 60301 BUSINESS PHONE: 708-386-0441 MAIL ADDRESS: STREET 1: 1010 LAKE STREET STREET 2: #200 CITY: OAK PARK STATE: IL ZIP: 60301 SC 13G 1 d310709dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

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 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).

 

 

 


Schedule 13G

 

CUSIP No. 45781V101   Page 2 of 9

 

  1.   

Name of Reporting Persons:

 

Serenity Trading, LLC

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  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):

 

    OO

 

(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 Company’s Registration Statement on Form S-11 (File No. 333-214148).


Schedule 13G

 

CUSIP No. 45781V101   Page 3 of 9

 

  1.   

Name of Reporting Persons:

 

Serenity Investments, LLC

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  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):

 

    OO, HC

 

(1) Calculated 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).


Schedule 13G

 

CUSIP No. 45781V101   Page 4 of 9

 

  1.   

Name of Reporting Persons:

 

Stephen G. Schuler

  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:

 

    275,000

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    275,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    275,000

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):

 

    8.2% (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 Company’s Registration Statement on Form S-11 (File No. 333-214148).


Schedule 13G

 

CUSIP No. 45781V101   Page 5 of 9

 

  1.   

Name of Reporting Persons:

 

Mary Jo Schuler

  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:

 

    275,000

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    275,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    275,000

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):

 

    8.2 % (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 Company’s Registration Statement on Form S-11 (File No. 333-214148).


Item 1.   (a)   

Name of Issuer

 

Innovative Industrial Properties, Inc.

  (b)   

Address of Issuer’s Principal Executive Offices:

 

17190 Bernardo Center Drive

San Diego, CA 92128

Item 2.   (a)   

Name of Person Filing

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

Serenity Trading, LLC (“Serenity Trading”)

Serenity Investments, LLC (“Serenity Investments”)

Stephen G. Schuler

Mary Jo Schuler

 

This Statement also relates to Common Shares owned by the Schuler Family GST Trust dated June 6, 2003 (the “Trust”).

  (b)   

Address of Principal Business Office

 

1010 Lake Street, #200

Oak Park, IL 60301

  (c)   

Citizenship

 

Serenity Trading: Illinois

Serenity Investments: Alaska

Stephen G. Schuler: United States

Mary Jo Schuler: United States

  (d)   

Title of Class of Securities:

 

Common Stock, par value $0.001 per share

  (e)   

CUSIP Number:

 

45781V101

 

Item 3. Type of Filing.

Not Applicable.

 

Item 4. Ownership.

Each of Stephen G. Schuler and Mary Jo Schuler may be deemed the beneficial owner of 275,000 Common Shares, which is approximately 8.2% of the Common Shares outstanding. This amount consists of (i) 225,000 Common Shares directly held by Serenity Trading, which is approximately 6.7% of the Common Shares outstanding, and (ii) 50,000 Common Shares directly held by the Trust, which is approximately 1.5% of the Common Shares outstanding. The foregoing percentages were calculated 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).

Serenity Investments is the sole member of Serenity Trading. Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in Serenity Investments that together represent all of the outstanding equity of Serenity Investments. In such capacities, each of Serenity Investments, Stephen G. Schuler and Mary Jo Schuler share voting and dispositive power with respect to the Common Shares held by Serenity Trading. In addition, Stephen G. Schuler and Mary Jo Schuler may be deemed, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, to share voting and dispositive power with respect to the Common Shares held by the Trust.

Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by such Reporting Person that he or she is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

6


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.

 

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.

 

7


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

 

SERENITY TRADING, LLC
By:  

/s/ Stephen Schuler

Name:   Stephen Schuler
Title:   President of its Manager
SERENITY INVESTMENTS, LLC
By:  

/s/ Stephen Schuler

Name:   Stephen Schuler
Title:   President of its Manager

/s/ Stephen Schuler

STEPHEN G. SCHULER

/s/ Mary Jo Schuler

MARY JO SCHULER

 

8


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibits

99.1    Joint Filing Agreement, dated as of December 12, 2016, by and among Serenity Trading, LLC, Serenity Investments, LLC, Stephen G. Schuler and Mary Jo Schuler

 

9

EX-99.1 2 d310709dex991.htm EX-99.1 EX-99.1

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.

 

SERENITY TRADING, LLC
By:  

/s/ Stephen Schuler

Name:   Stephen Schuler
Title:   President of its Manager
SERENITY INVESTMENTS, LLC
By:  

/s/ Stephen Schuler

Name:   Stephen Schuler
Title:   President of its Manager

/s/ Stephen Schuler

STEPHEN G. SCHULER

/s/ Mary Jo Schuler

MARY JO SCHULER