Schedule 13G

0001140361-12-006136.txt : 20120208 0001140361-12-006136.hdr.sgml : 20120208 20120208121635 ACCESSION NUMBER: 0001140361-12-006136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120208 DATE AS OF CHANGE: 20120208 GROUP MEMBERS: APG ALL PENSIONS GROUP NV GROUP MEMBERS: APG GROUP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Terreno Realty Corp CENTRAL INDEX KEY: 0001476150 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85332 FILM NUMBER: 12580644 BUSINESS ADDRESS: STREET 1: 16 MAIDEN LANE STREET 2: FIFTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (415) 655-4580 MAIL ADDRESS: STREET 1: 16 MAIDEN LANE STREET 2: FIFTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APG Asset Management US Inc. CENTRAL INDEX KEY: 0001323255 IRS NUMBER: 061285941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (917) 368-3500 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: APG Investments US Inc. DATE OF NAME CHANGE: 20080509 FORMER COMPANY: FORMER CONFORMED NAME: ABP Investments US, Inc. DATE OF NAME CHANGE: 20050407 SC 13G 1 doc1.htm NONE Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

Terreno Realty

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

88146M101

(CUSIP Number)

Calendar Year 2011

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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.

88146M101


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	APG Asset Management US Inc.

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

			589,602

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			589,602

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,602

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

	o

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

	6.33%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A , CO
	FOOTNOTES

CUSIP No.

88146M101


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	APG Group

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) x

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Kingdom of the Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			589,602

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			589,602

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,602

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

	o

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

	6.33%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A , CO
	FOOTNOTES

CUSIP No.

88146M101


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	APG All Pensions Group NV

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) x

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Kingdom of the Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			589,602

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			589,602

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,602

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

	o

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

	6.33%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A , CO
	FOOTNOTES

Item 1.

(a)

Name of Issuer

Terreno Realty

(b)

Address of Issuer’s Principal Executive Offices

16 Maiden Lane
5th Floor
San Francisco CA 94108

Item 2.

(a)

Name of Person Filing

APG Asset Management US Inc.

(b)

Address of Principal Business Office or, if none, Residence

666 Third Ave
2nd floor
New York NY 10017

(c)

Citizenship

United States of America

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

(e)

CUSIP Number

88146M101

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:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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: 589,602

(b)

Percent of class: 6.32

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 589,602

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 589,602

(iv)

Shared power to dispose or to direct the disposition of: 0

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 o .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Stichting Despository APG Tactical Real Estate Pool
Stichting Despository APG Strategic Real Estate Pool

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

APG Algemene Pensioens Groep NV (“APG NL”) is the exclusive investment manager with the power to vote and make all investment decisions with respect to the securities to which this statement relates. [APG NL has delegated its investment and voting power to APG Asset Management US Inc. (“APG US”). APG NL owns all of the voting shares of APG US and thus may be deemed to beneficially own any securities over which APG US exercise investment management or voting discretion.] APG Groep NV owns all of the shares of APG NL and Stichting Pensioenfonds ABP {“ABP”} owns all of the shares of APG Groep NV (“APG Groep”). As a result of these relationships, ABP and APG Groep indirectly may be deemed to beneficially own all of the securities over which APG NL [or APG US] exercises investment management or voting discretion. The reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The reporting persons do not affirm the existence of a “group.”

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

n/a

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to APG Asset Management US Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

	APG Asset Management US Inc

Date: February 08, 2012	By:	/s/ Ludmila Chwazik
		Name: Ludmila Chwazik
		Title: Chief Compliance Officer

	APG Asset Management US Inc.

Date: February 08, 2012	By:	/s/ Ludmila Chwazik
		Name: Ludmila Chwazik
		Title: Chief Compliance Officer

	APG Asset Management US Inc.

Date: February 08, 2012	By:	/s/ Ludmila Chwazik
		Name: Ludmila Chwazik
		Title: Chief Compliance Officer

Footnotes:

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an employee benefit plan is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Attention:

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

EX-1.POA 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

POWER OF ATTORNEY

APG Algemene Pensioen Groep NV.

APG Algemene Pensioen Groep N.V., a public company (naamloze vennootschap), having its seat (statutaire zetel) in Heerlen, the Netherlands and its registered place of business at Oude Lindestraat 70, 6411 EJ Heerlen, the Netherlands, registered with the Chamber of Commerce of Limburg with registration number 14099617 (the “Grantor).

Whereas:

(a)

the Grantor is charged with the management and administration of the assets of Stichting Pensioenfonds ABP (ABP”) and ABP has granted a separate power of attorney as attached to this document to Grantor for the performance in the name of ABP of any acts, including acts of disposal, which in the opinion of Grantor are desirable for the purpose of the management of the assets of ABP (Assets”). This power of attorney also comprises (but is not limited to) the performance of any (legal) acts in name of and at the risks and expense of ABP, including (but not limited to) the performance of transactions in financial instruments as well as any other (legal) acts that either arise from the management of the Assets or are necessary of desirable in connection therewith (such as (but not limited to) giving instructions to the custodians (bewaarnemers) of the Assets and exercising controlling rights which are attached to the financial instruments

(b)

the powers of the Grantor include (where appropriate as attorney-in-fact of and in the name of ABP): to employ, retain, replace or otherwise secure or enter into agreements or other undertakings with persons or firms in connection with the management all on such terms and for such consideration as the Grantor deems advisable and Grantor may in its turn grant a power of attorney to another person to perform, directly or indirectly, acts in the name of ABP within the limits of this power of attorney, whereupon the other person for the application of this power of attorney will be an authorized person as well,

The Grantor has engaged its affiliate APG Asset Management US Inc. to perform certain (legal) acts in respect of ABP and the Grantor hereby appoints APG Asset Management US Inc. as its true and lawful attorney (the “Attorney”) to perform any and all (legal) act the Grantor is entitled to perform in accordance with said accounts, including to act in the name of ABP.

The Grantor declares that this power of attorney expressly includes:

•

the authority for the Attorney to delegate its authority thereunder in part or in whole to one or more sub-attorneys by way of a written sub power of attorney (ondervolmacht); and

•

the authority to cancel or postpone the entering into, delivery, signing or performance of any document, deed, instrument, agreement, notice, letter, acknowledgement, memorandum, statement and certificate as may be ancillary, necessary, required or useful in connection with the actions as referred to above.

The Grantor undertakes, when 50 requested, that it will ratify and confirm whatever the Attorney shall lawfully do or cause to be done pursuant to the powers conferred to such Attorney under this power of attorney.

The Grantor declares that the power of attorney has also been granted for the benefit of other persons which are a party to any document and shall be irrevocable.

This power of attorney shall be governed by Dutch law.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on February 1st, 2010.

	/s/ E.C.E. Swidersky		/s/ H.J.M.T. Hamers
Name:	E.C.E. Swidersky	Name:	H.J.M.T. Hamers
Title:	Attorney-in-fact	Title:	Attorney-in fact
	(gevolmachtigde)		(gevolmachtigde)

POWER OF ATTORNEY

1.	The foundation established under Dutch law: “Stichting Pensioenfonds ABP’ whose seat is in Heerlen, hereinafter referred to as “ABP, duly represented by:

•

mister drs. E H T M Nijpels chairman of the Governing Board of ABP

•

mister drs. X J den Uyl vice-chairman of the Governing Board of ABP

•

mister B.H.J.J.M. Volkers secretary of the Governing Board ot ABP,

Herby grants cower of attorney to.

The limited liability company established under Dutch law: “APO Algemene Pensioen Groep NV.4 whose corporate seat is in Heerlen, hereinafter referred to as: “APG”

This power of attorney is granted for the performance, in the name of ABP, of any (legal) acts, including acts of disposal, which in the opinion of APG are desirable for the purpose of the management of the assets of ABP (‘Assets”). This power of attorney also comprises (but is not limited to) the performance of any (legal) acts in name of and at the risk and expense of ABP, including (but not limited to) the performance of transactions in financial instruments as well as any other (legal) acts that either arise from the management of the Assets or are necessary of desirable in connection therewith (such as (but not limited to) giving instructions to the custodians (bewaarnemers) of the Assets and exercising controlling rights which are attached to the financial instruments that form pan of the Assets).

3.	This power of attorney shall remain effective for an indefinite period of time until it will be withdrawn in writing by ABP. Such withdrawal will not effect the validity of legal acts performed while this power of attorney was in force.

4.	When performing acts while exercising this power of attorney, APG shall be able to act as the counter party of ABP or as the authorized person of one or more other parties involved in acts referred to in paragraph 2.

5.	APG may grant a power of attorney to another person to perform, directly or indirectly, acts in the name of ABP within the limits of this power of attorney, whereupon the other person for the application of this power of attorney ill be an authorized person as well.

6.	The relationship between ABP an APG under this power of attorney shall be governed by Dutch law exclusively.

This power of attorney is considered to be effective as from February 29, 2008.

Signed in Amsterdam on January 21st, 2010.

Stichting Pensioenfonds ABP,

/s/ drs.E.H.T.M. Nijpels
drs. E.H.T.M. Nijpels, chariman

/s/ drs. X.J. den Uyl
drs. X.J. den Uyl, vice-chairman

/s/ B.H.J.J.M. Volkers
B.H.J.J.M. Volkers, secretary