SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A*
Amendment No. 2
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
MI DEVELOPMENTS INC.
(Name of Issuer)
Class A Subordinate Voting Shares
(Title of Class of Securities)
55304X104
(CUSIP Number)
Owl Creek Asset Management, L.P.
640 Fifth Avenue, 20th Floor, New York, NY 10019, Attn: Daniel Sapadin
(212) 688-2550
With a copy to:
Schulte Roth & Zabel LLP
919 Third Avenue, New York, NY 10022, Attn: Marc Weingarten, Esq.
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 11, 2011
(Date of event which requires filing of this statement)

 

 

 

 

 

1	NAME OF REPORTING PERSON Owl Creek I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON - 0 -
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON Owl Creek II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON Owl Creek Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSON Owl Creek Asset Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON Jeffrey A. Altman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON IN

Item 1.

SECURITY AND ISSUER

Item 5.	INTEREST IN SECURITIES OF THE COMPANY.
	A.  Owl Creek I, L.P.
		(a)	Aggregate number of shares beneficially owned: -0-.
			Percentage: 0%
		(b)	1. Sole power to vote or direct vote: -0-
			2. Shared power to vote or direct vote: -0-
			3. Sole power to dispose or direct the disposition: -0-
			4. Shared power to dispose or direct the disposition: -0-
		(c)	The acquisition/sale dates, number of Class A Shares acquired/sold and the price per share for all transactions by Owl Creek I in the Class A Shares within the last 60 days, are set forth in Schedule A and are incorporated by reference.
		(d)	Owl Creek Advisors, LLC, the general partner of Owl Creek I, has the power to direct the affairs of Owl Creek I, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares.  Mr. Altman is the managing member of Owl Creek Advisors, LLC and in that capacity directs its operations.
		(e)	October 5, 2011

	B.  Owl Creek II, L.P.
		(a)	Aggregate number of shares beneficially owned: -0-.
			Percentage: 0%
		(b)	1. Sole power to vote or direct vote: -0-
			2. Shared power to vote or direct vote: -0-
			3. Sole power to dispose or direct the disposition: -0-
			4. Shared power to dispose or direct the disposition: -0-
		(c)	The acquisition/sale dates, number of Class A Shares acquired/sold and the price per share for all transactions by Owl Creek I in the Class A Shares within the last 60 days, are set forth in Schedule A and are incorporated by reference.
		(d)	Owl Creek Advisors, LLC, the general partner of Owl Creek I, has the power to direct the affairs of Owl Creek I, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares.  Mr. Altman is the managing member of Owl Creek Advisors, LLC and in that capacity directs its operations.
		(e)	October 5, 2011

	C.  Owl Creek Advisors, LLC
		(a)	Aggregate number of shares beneficially owned: -0-.
			Percentage: 0%
		(b)	1. Sole power to vote or direct vote: -0-
			2. Shared power to vote or direct vote: -0-
			3. Sole power to dispose or direct the disposition: -0-
			4. Shared power to dispose or direct the disposition: -0-
		(c)	Owl Creek Advisors, LLC did not enter into any transactions in the Class A Shares of the Company within the last 60 days.  However, Owl Creek Advisors, LLC is the general partner of Owl Creek I and Owl Creek II, and has the power to direct the affairs of Owl Creek I and Owl Creek II.  The acquisition/sale dates, number of Class A Shares acquired/sold and the price per share for all transactions by Owl Creek I and Owl Creek II in the Class A Shares within the last 60 days, are set forth in Schedule A and are incorporated by reference.
		(d)	Owl Creek Advisors, LLC, as the general partner of Owl Creek I and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl Creek II, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares.  Mr. Altman is the managing member of Owl Creek Advisors, LLC and in that capacity directs its operations.
		(e)	October 5, 2011.

	D.  Owl Creek Asset Management, L.P.
		(a)	Aggregate number of shares beneficially owned: -0-.
			Percentage: 0%
		(b)	1. Sole power to vote or direct vote: -0-
			2. Shared power to vote or direct vote: -0-
			3. Sole power to dispose or direct the disposition: -0-
			4. Shared power to dispose or direct the disposition: -0-
		(c)	Owl Creek Asset Management, L.P. did not enter into any transactions in the Class A Shares of the Company within the last 60 days.  However, Owl Creek Asset Management, L.P. is the investment manager to Owl Creek Overseas and has the power to direct the investment activities of Owl Creek Overseas.  The acquisition/sale dates, number of Class A Shares acquired/sold and the price per share for all transactions by Owl Creek Overseas in the Class A Shares within the last 60 days, are set forth in Schedule A and are incorporated by reference.
		(d)	Owl Creek Asset Management, L.P., as the investment manager to Owl Creek Overseas, has the power to direct the investment activities of Owl Creek Overseas, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares.  Mr. Altman is the managing member of the general partner of Owl Creek Asset Management, L.P. and in that capacity directs its operations.
		(e)	October 5, 2011.

	E.  Jeffrey A. Altman
		(a)	Aggregate number of shares beneficially owned: -0-.
			Percentage: 0%
		(b)	1. Sole power to vote or direct vote: -0-
			2. Shared power to vote or direct vote: -0-
			3. Sole power to dispose or direct the disposition: -0-
			4. Shared power to dispose or direct the disposition: -0-
		(c)	Mr. Altman did not enter into any transactions in the Class A Shares of the Company within the last 60 days.  The acquisition/sale dates, number of Class A Shares acquired/sold and the price per share for all transactions by Owl Creek I, Owl Creek II and Owl Creek Overseas in the Class A Shares within the last 60 days, are set forth in Schedule A and are incorporated by reference.
		(d)	Not applicable.
		(e)	October 5, 2011.

 

 

Dated:  October 11, 2011
	/s/ JEFFREY A. ALTMAN
	Jeffrey A. Altman, individually, and as managing member of Owl Creek Advisors, LLC, for itself and as general partner Owl Creek I, L.P. and Owl Creek II L.P., and as managing member of the general partner of Owl Creek Asset Management, L.P., for itself and as investment manager to Owl Creek Overseas Master Fund, Ltd.