SC 13D/A 1 c15100sc13dza.htm SCHEDULE 13D/A Schedule 13D/A
As filed with the Securities and Exchange Commission on April 4, 2011
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 16)*

Equity One, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
294752100
(CUSIP Number)
Mark Schonberger, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
(212) 318-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

 
 


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Chaim Katzman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States and Israel
       
  7   SOLE VOTING POWER
     
NUMBER OF   882,186.25 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   48,398,013.717
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   882,186.25 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    48,398,013.717
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  49,280,199.967
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  45.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) See Explanatory Note for Item 5.

Page 2 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Gazit-Globe Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Israel
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   48,210,977.717
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    48,210,977.717
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  48,210,977.717
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  44.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 3 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

M G N (USA) INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nevada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   33,930,907.717
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    33,930,907.717
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  33,930,907.717
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  31.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 4 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

GAZIT (1995), INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nevada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   7,646,801.057
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    7,646,801.057
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,646,801.057
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 5 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

MGN America, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,190,461.413
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    17,190,461.413
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,190,461.413
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 6 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Gazit Maple, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,280,070
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    14,280,070
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  14,280,070
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  13.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 7 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Gazit America, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,280,070
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    14,280,070
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  14,280,070
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  13.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 8 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Silver Maple (2001), Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nevada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   8,893,213
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    8,893,213
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,893,213
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 9 of 23


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Ficus, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,386,857
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,386,857
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,386,857
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  5.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 10 of 23


 

                     
CUSIP No.
 
294752100 
 
Explanatory Note: This Amendment No. 16 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), MGN America, LLC (“America”), Gazit Maple, Inc. (“GMI”), Gazit America, Inc. (“GAA”), Silver Maple (2001), Inc. (“Silver Maple”) and Ficus, Inc. (“Ficus”) (collectively, the “Gazit Group,” “we,” “us” or the “Reporting Persons”) filed on October 10, 2001 (the “Initial 13D”) relates to the Common Stock, par value $0.01 each (“Shares”) of Equity One, Inc., a Maryland corporation (the “Issuer” or “Equity One”). The Initial 13D, together with Amendment No. 1 to the Initial 13D, filed February 26, 2003, Amendment No. 2 to the Initial 13D, filed July 31, 2007, Amendment No. 3 to the Initial 13D, filed August 8, 2007, Amendment No. 4 to the Initial 13D, filed January 18, 2008, Amendment No. 5 to the Initial 13D, filed July 8, 2008, Amendment No. 6 to the Initial 13D, filed October 14, 2008, Amendment No. 7 to the Initial 13D, filed October 24, 2008, Amendment No. 8 to the Initial 13D, filed November 4, 2008, Amendment No. 9 to the Initial 13D, filed November 13, 2008, Amendment No. 10 to the Initial 13D, filed April 24, 2009, Amendment No. 11 to the Initial 13D, filed August 14, 2009, Amendment No. 12 to the Initial 13D, filed March 29, 2010, Amendment No. 13 to the Initial 13D, filed June 7, 2010, Amendment No. 14 to the Initial 13D, filed December 23, 2010, Amendment No. 15, filed on January 18, 2011 and this Amendment No. 16 shall be collectively referred to herein as the “Schedule 13D.”
This Amendment No. 16 reflects the following changes:
    Acquisition of 2,000,000 Shares by MGN in a private transaction pursuant to an agreement dated March 18, 2011 that closed on March 28, 2011 (the “March Acquisition”).
Item 3.   Source and Amount of Funds and Other Consideration.
Item 3 is amended and restated in its entirety as follows:
The net investment cost (including broker commissions) for the Shares acquired by each of Chaim Katzman, MGN, 1995, America, Silver Maple and Ficus is set forth in the table below. No other Reporting Person directly holds Shares.

 

Page 11 of 23


 

                     
CUSIP No.
 
294752100 
 
                 
            Approximate Net  
Reporting Person   Shares Held     Investment Cost  
Chaim Katzman
    1,069,222.250 (1)     ( 2)
MGN
    9,093,645.247     $ 125,169,062  
1995
    7,646,801.057     $ 122,696,768  
America
    17,190,461.413     $ 258,114,010  
Silver Maple
    8,893,213.000     $ 115,735,503  
Ficus
    5,386,857.000     $ 69,160,000  
 
               
Total
    49,280,199.967     $ 690,875,343 (3)
 
     
(1)   Includes 187,036 Shares held of record by Mr. Katzman’s wife directly or as custodian for their daughters. Does not include options held by Mr. Katzman. See Explanatory Note for Item 5.
 
(2)   Mr. Katzman has acquired his Shares through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options.
 
(3)   Excludes the Shares held directly and indirectly by Mr. Katzman not otherwise owned by another Reporting Person.
Other than in connection with the March Acquisition, all Shares held by Chaim Katzman, MGN, 1995, America, Silver Maple and Ficus were acquired more than 60 days prior to the filing of this Schedule 13D.
Item 5.   Interests in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety.
The aggregate percentage of Shares reported beneficially owned by each Reporting Person as of the date of filing of this Schedule 13D is based upon 107,823,294 Shares outstanding, as reported by the Issuer in its most recent Annual Report of Form 10-K for the Year Ended December 31, 2010 filed with the Securities and Exchange Commission on March 11, 2011.
Chaim Katzman
(a) Aggregate Number of Shares beneficially owned: 49,280,199.967 (45.7% of the Shares).
(b) Number of Shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 882,186.25
 
  (ii)   Shared power to vote or to direct the vote: 48,398,013.717
 
  (iii)   Sole power to dispose or to direct the disposition of: 882,186.25
 
  (iv)   Shared power to dispose or to direct the disposition of: 48,398,013.717

 

Page 12 of 23


 

                     
CUSIP No.
 
294752100 
 
Mr. Katzman may be deemed to control Gazit. Of the Shares beneficially owned by Mr. Katzman as of the date of this filing:
    Mr. Katzman has sole voting and dispositive power of 882,186.25 Shares held directly by him and indirectly through family trusts, which he controls (not including (i)187,036 Shares held of record by Mr. Katzman’s wife directly or as custodian for their daughters and (ii) Shares issuable on exercise of 437,317 options of which 327,987.75 are currently vested and exercisable and another 109,329.25 become vested on December 31, 2010); and
 
    Mr. Katzman shares voting and dispositive authority over 9,093,645.247 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Mr. Katzman shares voting and dispositive authority over 7,646,801.057 Shares with Gazit, MGN and 1995, as such Shares are directly held by 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Mr. Katzman shares voting and dispositive authority over 17,190,461.413 Shares with Gazit, MGN and America, as such Shares are directly held by America, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Mr. Katzman shares voting and dispositive authority over 8,893,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Mr. Katzman shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.
(c) Mr. Katzman has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Katzman.
(e) Not applicable.

 

Page 13 of 23


 

                     
CUSIP No.
 
294752100 
 
Gazit
(a) Aggregate Number of Shares beneficially owned: 48,210,977.717 (44.7% of the Shares).
(b) 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: 48,210,977.717
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 48,210,977.717
Of the Shares beneficially owned by Gazit as of the date of this filing:
    Gazit shares voting and dispositive authority over 9,093,645.247 Shares with Mr. Katzman and MGN, as such Shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Gazit shares voting and dispositive authority over 7,646,801.057 Shares with Mr. Katzman, MGN and 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Gazit shares voting and dispositive authority over 17,190,461.413 Shares with Mr. Katzman, MGN and America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Gazit shares voting and dispositive authority over 8,893,213 Shares with Mr. Katzman GAA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    Gazit shares voting and dispositive authority over 5,386,857 Shares with Mr. Katzman GAA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.
(c) Gazit has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Gazit.

 

Page 14 of 23


 

                     
CUSIP No.
 
294752100 
 
(e) Not applicable.
MGN
(a) Aggregate Number of Shares beneficially owned: 33,930,907.717 (31.5% of the Shares).
(b) 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: 33,930,907.717
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 33,930,907.717
    MGN shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman and Gazit, as such Shares are held directly by MGN, America and 1995, wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
    MGN shares voting and dispositive authority over 17,190,461.413 Shares it beneficially owns with America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN; and
 
    MGN shares voting and dispositive authority over 7,646,801.057 Shares it beneficially owns with 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN.
(c) Other than the March Acquisition, MGN has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN.
(e) Not applicable.
1995
(a) Aggregate Number of Shares beneficially owned: 7,646,801.057 (7.1% of the Shares).
(b) Number of Shares as to which such person has:

 

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CUSIP No.
 
294752100 
 
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 7,646,801.057
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 7,646,801.057
    1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.
(c) 1995 has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by 1995.
(e) Not applicable.
America
(a) Aggregate Number of Shares beneficially owned: 17,190,461.413 (15.9% of the Shares).
(b) 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: 17,190,461.413
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 17,190,461.413
    America shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.
(c) America has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by America.

 

Page 16 of 23


 

                     
CUSIP No.
 
294752100 
 
(e) Not applicable.
GMI
(a) Aggregate Number of Shares beneficially owned: 14,280,070 (13.2% of the Shares).
(b) 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: 14,280,070
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 14,280,070
    GMI shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Mr. Katzman, Gazit and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit. Mr. Katzman may be deemed to control Gazit; and
 
    GMI shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit. Mr. Katzman may be deemed to control Gazit.
(c) GMI has not effected any transaction in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by GMI.
(e) Not applicable.
GAA
(a) Aggregate Number of Shares beneficially owned: 14,280,070 (13.2% of the Shares).
(b) 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: 14,280,070
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 14,280,070

 

Page 17 of 23


 

                     
CUSIP No.
 
294752100 
 
    GAA shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Chaim Katzman, Gazit, and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Chaim Katzman; and
 
    GAA shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Chaim Katzman.
(c) GAA has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by GAA.
(e) Not applicable.
Silver Maple
(a) Aggregate Number of Shares beneficially owned: 8,893,213 (8.2% of the Shares).
(b) 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: 8,893,213
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 8,893,213
    Silver Maple shares voting and dispositive authority over 8,893,213 Shares it beneficially owns with Chaim Katzman, Gazit, and GAA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Chaim Katzman.
(c) Silver Maple has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Silver Maple.

 

Page 18 of 23


 

                     
CUSIP No.
 
294752100 
 
(e) Not applicable.
Ficus
(a) Aggregate Number of Shares beneficially owned: 5,386,857 (5.0% of the Shares).
(b) 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: 5,386,857
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 5,386,857
    Ficus shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, and GAA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled by GMI, a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Chaim Katzman.
(c) Ficus has not effected any transactions in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ficus.
(e) Not applicable.

 

Page 19 of 23


 

                     
CUSIP No.
 
294752100 
 
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
  CHAIM KATZMAN
 
 
Date: April 4, 2011  By:   /s/ Chaim Katzman   
       
       
 
  GAZIT-GLOBE, LTD.
 
 
Date: April 4, 2011  By:   /s/ Chaim Katzman   
    Name:   Chaim Katzman   
    Title:   Chairman   
 
     
Date: April 4, 2011  By:   /s/ Varda Zuntz   
    Name:   Varda Zuntz   
    Title:   Corporate Secretary   
 
  M G N (USA) INC.
 
 
Date: April 4, 2011  By:   /s/ Chaim Katzman   
    Name:   Chaim Katzman    
    Title:   President   
 
Date: April 4, 2011  By:   /s/ Sean Kanov  
    Name:   Sean Kanov  
    Title:   Controller  
 

 

Page 20 of 23


 

                     
CUSIP No.
 
294752100 
 
         
  GAZIT (1995), INC.
 
 
Date: April 4, 2011 By:   /s/ Chaim Katzman   
    Name:   Chaim Katzman  
    Title:   President   
 
     
Date: April 4, 2011  By:   /s/ Sean Kanov    
    Name:   Sean Kanov   
    Title:   Controller   
 
  MGN AMERICA, LLC
 
 
Date: April 4, 2011  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   President   
 
     
Date: April 4, 2011  By:   /s/ Sean Kanov    
    Name:   Sean Kanov   
    Title:   Controller   
 
  GAZIT MAPLE, INC.
 
 
Date: April 4, 2011  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   Authorized Signatory   
 
     
Date: April 4, 2011  By:   /s/ Alexandra Correia    
    Name:   Alexandra Correia   
    Title:   Authorized Signatory    
 

 

Page 21 of 23


 

                     
CUSIP No.
 
294752100 
 
         
  GAZIT AMERICA, INC.
 
 
Date: April 4, 2011 By:   /s/ Gail Mifsud  
    Name:   Gail Mifsud  
    Title:   Chief Executive Officer  
 
     
Date: April 4, 2011  By:   /s/ Lenis Quan    
    Name:   Lenis Quan   
    Title:   Chief Financial Officer   
 
  SILVER MAPLE (2001), INC.
 
 
Date: April 4, 2011  By:   /s/ Gail Mifsud    
    Name:   Gail Mifsud   
    Title:   Vice President   
 
     
Date: April 4, 2011  By:   /s/ Lenis Quan    
    Name:   Lenis Quan   
    Title:   Secretary & Treasurer   
 

 

Page 22 of 23


 

                     
CUSIP No.
 
294752100 
 
         
  FICUS, INC.
 
 
Date: April 4, 2011 By:   /s/ Gail Mifsud  
    Name:   Gail Mifsud  
    Title:   Vice President  
 
     
Date: April 4, 2011  By:   /s/ Lenis Quan    
    Name:   Lenis Quan   
    Title:   Secretary & Treasurer   
 

 

Page 23 of 23