Schedule 13G

0001193125-11-328742.txt : 20111202 0001193125-11-328742.hdr.sgml : 20111202 20111202154459 ACCESSION NUMBER: 0001193125-11-328742 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111202 DATE AS OF CHANGE: 20111202 GROUP MEMBERS: JAMES J. HIGGINS GROUP MEMBERS: SORIN GP, LLC GROUP MEMBERS: SORIN NL FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MPG Office Trust, Inc. CENTRAL INDEX KEY: 0001204560 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953581408 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79154 FILM NUMBER: 111240335 BUSINESS ADDRESS: STREET 1: 355 SOUTH GRAND AVENUE STREET 2: SUITE 3300 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-626-3300 MAIL ADDRESS: STREET 1: 355 SOUTH GRAND AVENUE STREET 2: SUITE 3300 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: MAGUIRE PROPERTIES INC DATE OF NAME CHANGE: 20021107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sorin Capital Management LLC CENTRAL INDEX KEY: 0001534498 IRS NUMBER: 201031512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 12 FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-274-9300 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 12 FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 d264706dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

MPG Office Trust, Inc.

(Name of Issuer)

7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value

(Title of Class of Securities)

553274200

(CUSIP Number)

November 22, 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:

¨ Rule 13d-1(b)

x 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 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. 553274200		13G


1.	NAMES OF REPORTING PERSONS SORIN NL FUND, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 535,663
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 535,663
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,663
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.51%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 553274200		13G


1.	NAMES OF REPORTING PERSONS SORIN GP, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 535,663
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 535,663
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,663
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.51%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 553274200		13G


1.	NAMES OF REPORTING PERSONS SORIN CAPITAL MANAGEMENT, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 538,162
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 538,162
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,162
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.53%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA


CUSIP No. 553274200		13G


1.	NAMES OF REPORTING PERSONS JAMES J. HIGGINS
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 538,162
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 538,162
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,162
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.53%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 553274200		13G

Item 1.(a)

Name of Issuer

MPG Office Trust, Inc.

Item 1.(b)

Address of Issuer’s Principal Executive Offices

355 South Grand Avenue Suite 3300, Los Angeles, California 90071

Item 2.(a)

Name of Person Filing

This statement is being filed by and on behalf of Sorin NL Fund, L.P. (“Sorin NL”), Sorin GP, LLC (“Sorin GP”), Sorin Capital Management, LLC (“Sorin Capital”), and James J. Higgins (“Mr. Higgins”) (collectively the “Reporting Persons”). Mr. Higgins is the managing member of each of Sorin GP and Sorin Capital. Sorin GP is the General Partner of Sorin NL. Sorin Capital acts as the investment adviser of Sorin NL.

Item 2.(b)

Address of Principal Business Office or, if None, Residence

The business address of each Reporting Person is c/o Sorin Capital Management, LLC, 400 Atlantic Street, 12th Floor, Stamford, CT 06901.

Item 2.(c)

Citizenship

Sorin NL is a Delaware limited partnership.

Sorin GP is a Delaware limited liability company.

Sorin Capital is a Delaware limited liability company.

Mr. Higgins is a citizen of the United States.

Item 2.(d)

Title of Class of Securities

7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value.

Item 2.(e)

CUSIP Number

553274200

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 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 association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


CUSIP No. 553274200		13G

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

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

(k)	¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K);

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).

Item 4. Ownership

The percentages set forth in this Item 4 are based on there being 9,730,370 shares of Series A Cumulative Redeemable Preferred Stock outstanding as of September 30, 2011, as disclosed in MPG Office Trust, Inc.’s Form 10-Q for the period ended September 30, 2011 (filed November 9, 2011).

SORIN NL:

(a)	Amount beneficially owned: 535,663

(b)	Percent of class: 5.51%

(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 535,663

(iii)

Sole power to dispose or to direct the disposition: 0

(iv)

Shared power to dispose or to direct the disposition: 535,663

SORIN GP:

(a)	Amount beneficially owned: 535,663

(b)	Percent of class: 5.51%

(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 535,663

(iii)

Sole power to dispose or to direct the disposition: 0

(iv)

Shared power to dispose or to direct the disposition: 535,663

SORIN CAPITAL:

(a)	Amount beneficially owned: 538,162

(b)	Percent of class: 5.53%

(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 538,162

(iii)

Sole power to dispose or to direct the disposition: 0

(iv)

Shared power to dispose or to direct the disposition: 538,162

MR HIGGINS:

(a)	Amount beneficially owned: 538,162

(b)	Percent of class: 5.53%

(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 538,162

(iii)

Sole power to dispose or to direct the disposition: 0

(iv)

Shared power to dispose or to direct the disposition: 538,162

Each of Sorin GP, Sorin Capital, and Mr. Higgins disclaims beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein.


CUSIP No. 553274200		13G

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

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.

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 2, 2011

SORIN NL FUND, L.P.


By: SORIN GP, LLC, Its General Partner

By:		/s/ James J. Higgins
		Name: James J. Higgins
		Title: Managing Member

SORIN GP, LLC

By:		/s/ James J. Higgins
Name: James J. Higgins
Title: Managing Member

SORIN CAPITAL MANAGEMENT, LLC

By:		/s/ James J. Higgins
Name: James J. Higgins
Title: Managing Member

/s/ James J. Higgins

James J. Higgins

Index to Exhibits


Exhibit No.		Exhibit

99.1		Joint Filing Statement

EX-99.1 2 d264706dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

Dated: December 2, 2011

SORIN NL FUND, L.P.


By: SORIN GP, LLC, Its General Partner

By:		/s/ James J. Higgins
Name: James J. Higgins
Title: Managing Member

SORIN GP, LLC

By:		/s/ James J. Higgins
		Name: James J. Higgins
		Title: Managing Member

SORIN CAPITAL MANAGEMENT, LLC

By:		/s/ James J. Higgins
		Name: James J. Higgins
		Title: Managing Member

/s/ James J. Higgins

James J. Higgins