Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		55304X104

CUSIP No.		55304X104

CUSIP No.		55304X104

CUSIP No.		55304X104

CUSIP No.		55304X104

SCHEDULE 13D

This Amendment No. 5 to Schedule 13D (as amended, the “Schedule 13D”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13D relates to common shares (“Common Shares”) of MI Developments Inc., an Ontario corporation (the “Issuer”), held by the Master Fund (the “Shares”).

Except as set forth below, all previously reported items remain unchanged.

Item 4. Purpose of the Transaction

The Shares were acquired and are held for investment purposes. The Shares were acquired in the ordinary course of business and not for the purpose of changing or influencing control of the Issuer.

On December 22, 2010, the Master Fund, along with other Class A shareholders, collectively representing over 50% of the holders of the Class A Subordinate Voting Shares (“Class A Shares”) of the Issuer, entered into a Support Agreement with the Issuer’s controlling shareholder, a company controlled by the Stronach Trust (affiliated with Frank Stronach, the Issuer’s Chairman and CEO). Under the Support Agreement, each such Class A shareholder agreed with the controlling shareholder to, among other things, support and vote in favor of a proposal to reorganize the Issuer. A copy of the Support Agreement was attached as Exhibit 2 to Amendment No. 3 to the Schedule 13D related to the Issuer filed with the Securities and Exchange Commission on December 23, 2010. The proposed reorganization would eliminate the Issuer’s dual class share structure by (1) cancelling the Class B Voting Shares (the “Class B Shares”) held by the controlling shareholder in exchange for the transfer of the Issuer’s horseracing, gaming and certain real estate assets (together with related assets and liabilities) to the controlling shareholder, and (2) converting the remaining Class B Shares (at 1.2:1 ratio) and Class A Shares (at 1:1 ratio) into Common Shares. The Issuer would retain its income-producing real estate property business and would be restricted from engaging in or having an interest in any business relating to horse racing or gaming. A new board of directors would be elected by shareholders other than the controlling shareholder at a meeting to approve the reorganization transaction, with nominees to be proposed by the supporting shareholders.

On January 31, 2011, in connection with the Issuer and its controlling shareholder entering into definitive documentation with respect to the reorganization, the Master Fund, along with the other supporting shareholders, entered into an Agreement Regarding Arrangement with the Issuer and its controlling shareholder (attached as Exhibit 3 to Amendment No. 4 to the Schedule 13D related to the Issuer filed with the Securities and Exchange Commission on February 1, 2011). The Agreement Regarding Arrangement addressed various matters related to the reorganization, and included an agreement by the Master Fund not to enter into any additional agreement regarding the exercise of voting rights with any other shareholder of the Issuer until the date 180 days following the closing date of the reorganization (other than in response to unanticipated matters arising after the closing date), and, if the Master Fund were to become a beneficial owner of at least 10% of any class of the Issuer’s securities, not to dispose of any shares of the Issuer prior to the closing of the reorganization.

On June 30, 2011, the Issuer announced the closing of the reorganization, as a result of which all Class B Shares will be cancelled or exchanged (as described above) and the Issuer will have a single class of shares outstanding which is renamed Common Shares. After giving effect to the reorganization, the Reporting Persons’ beneficial ownership reflects 4.39% of the Common Shares. In addition, in connection with and effective upon the reorganization, affiliates of Frank Stronach and the Stronach Trust cease to hold a controlling interest in the Issuer, and the Master Fund has entered into a broad release in favor of the Stronach affiliates as well as former directors and officers of the Issuer and has consented to the dismissal of pending legal action against the Issuer and such parties.

Item 5. Interest in Securities of the Issuer

(a)

As of July 1, 2011, the Reporting Persons beneficially own 2,058,252 Common Shares, which represents 4.39% of the Issuer’s outstanding Common Shares. This percentage was calculated by dividing 2,058,252 by 46,846,363, the approximate number of Common Shares outstanding as of June 30, 2011 after giving effect to the reorganization as set forth in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 30, 2011.

(b)

The Reporting Persons have shared power to vote and dispose of the Common Shares held by the Master Fund. As the principals of North Run, the GP and the Investment Manager, Messrs. Ellis and Hammer may direct the vote and disposition of the Shares.

(c)

The trade date, number of Class A Shares or Common Shares (as applicable), and price per Share (including commissions) for all purchases and sales of Class A Shares or Common Shares (as applicable) during the past 60 days by the Reporting Persons are as follows: 8,100 Class A Shares sold May 2, 2011 for $30.70 per share, 2,100 Class A Shares sold May 3, 2011 for $30.70 per share, 164,711 Class A Shares sold May 31, 2011 for $30.70 per share, and 1,700 Class A Shares sold June 2, 2011 for $30.70 per share. Such transactions were open-market transactions effected by the Master Fund.

(d)

Not Applicable.

(e)

As of April 25, 2011, the Reporting Persons ceased to beneficially own more than 5% of the Common Shares.

Item 7. Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement, dated July 1, 2011

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 1, 2011

		NORTH RUN CAPITAL, LP
		By:		North Run Advisors, LLC, its general partner
		By:		/s/ Thomas B. Ellis   Name: Thomas B. Ellis
				Title:   Member
		and
		By:		/s/ Todd B. Hammer
				Name: Todd B. Hammer
				Title:   Member
		NORTH RUN GP, LP
		By:		North Run Advisors, LLC, its general partner
		By:		/s/ Thomas B. Ellis
				Name: Thomas B. Ellis
				Title:   Member
		and
		By:		/s/ Todd B. Hammer
				Name: Todd B. Hammer
				Title:   Member

		NORTH RUN ADVISORS, LLC
		By:		/s/ Thomas B. Ellis
				Name: Thomas B. Ellis
				Title:   Member
		and
		By:		/s/ Todd B. Hammer
				Name: Todd B. Hammer
				Title:   Member
		/s/ Thomas B. Ellis
		Thomas B. Ellis
		/s/ Todd B. Hammer
		Todd B. Hammer

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares, no par value, of MI Developments Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 1, 2011.

		NORTH RUN CAPITAL, LP
		By:		North Run Advisors, LLC, its general partner
		By:		/s/ Thomas B. Ellis   Name: Thomas B. Ellis Title:   Member
		and
		By:		/s/ Todd B. Hammer
				Name: Todd B. Hammer
				Title:   Member
		NORTH RUN GP, LP
		By:		North Run Advisors, LLC, its general partner
		By:		/s/ Thomas B. Ellis
				Name: Thomas B. Ellis
				Title:   Member
		and

		By:		/s/ Todd B. Hammer
				Name: Todd B. Hammer
				Title:   Member
		NORTH RUN ADVISORS, LLC
		By:		/s/ Thomas B. Ellis
				Name: Thomas B. Ellis
				Title:   Member
		and
		By:		/s/ Todd B. Hammer
				Name: Todd B. Hammer
				Title:   Member
		/s/ Thomas B. Ellis
		Thomas B. Ellis
		/s/ Todd B. Hammer
		Todd B. Hammer