Griffin Industrial Realty, Inc.
|
(Name of Issuer)
|
Common Stock, $0.01 par value per share
|
(Title of Class of Securities)
|
398231100
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(CUSIP Number)
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Jonathan Ain, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
(212) 986-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
August 24, 2020
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(Date of Event which Requires Filing of this Statement)
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1
|
NAMES OF REPORTING PERSONS
|
||||
Cambiar Management LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
|||
(b)
|
☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||
508,356(1)
|
|||||
8
|
SHARED VOTING POWER
|
||||
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
508,356(1)
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
508,356 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☒ | |||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
9.9% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IA
|
|||||
(1) |
Includes 3,766 shares of Common Stock issuable upon the exercise of the Warrant (as defined in Item 4) in accordance with the Ownership Limitation (as defined in Item 4). See Item 5(a).
|
(2) |
Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Cambiar GP Holdings LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
|||
(b)
|
☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
508,356(1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
508,356 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
508,356 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☒ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
9.9% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
(1) |
Includes 3,766 shares of Common Stock issuable upon the exercise of the Warrant in accordance with the Ownership Limitation. See Item 5(a).
|
(2) |
Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).
|
1
|
NAMES OF REPORTING PERSONS
|
||||
CM Change Industrial LP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
|||
(b)
|
☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
508,356 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
508,356 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
508,356 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☒ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
9.9% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
(1) |
Includes 3,766 shares of Common Stock issuable upon the exercise of the Warrant in accordance with the Ownership Limitation. See Item 5(a).
|
(2) |
Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).
|
1
|
NAMES OF REPORTING PERSONS
|
||||
SCHF (GPE), LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
|||
(b)
|
☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
3,766 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,766 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☒ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
Less than 1% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
(1) |
Includes 3,766 shares of Common Stock issuable upon the exercise of the Warrant in accordance with the Ownership Limitation. See Item 5(a).
|
(2) |
Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Michael Simanovsky
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
|||
(b)
|
☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
508,356 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
508,356 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
508,356 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☒ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
9.9% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
(1) |
Includes 3,766 shares of Common Stock issuable upon the exercise of the Warrant in accordance with the Ownership Limitation. See Item 5(a).
|
(2) |
Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit 99.1 |
Joint Filing Agreement to Schedule 13D by and among Cambiar Management LLC, Cambiar GP Holdings LLC, CM Change Industrial LP, SCHF, and Michael Simanovsky, dated as of September 3, 2020.
|
Exhibit 99.2 |
Securities Purchase Agreement, dated as of August 24, 2020, by and between the Issuer and CM Change Industrial LP (incorporated by reference to Exhibit 10.1 to the
Issuer’s Current Report on Form 8-K, filed with the Securities Exchange Commission on August 28, 2020).
|
Exhibit 99.3 |
Warrant, dated as of August 24, 2020, issued by the Issuer in favor of CM Change Industrial LP (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities Exchange
Commission on August 28, 2020).
|
Exhibit 99.4 |
Contingent Value Rights Agreement, dated as of August 24, 2020, by and between the Issuer and CM Change Industrial LP (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K, filed with
the Securities Exchange Commission on August 28, 2020).
|
Exhibit 99.5 |
Registration Rights Agreement, dated as of August 24, 2020, by and between the Issuer and CM Change Industrial LP (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the
Securities Exchange Commission on August 28, 2020).
|
CAMBIAR MANAGEMENT LLC
|
||||
By:
|
/s/ Michael Simanovsky
|
|||
Name:
|
Michael Simanovsky
|
|||
Title:
|
Managing Member
|
CAMBIAR GP HOLDINGS LLC
|
||||
By:
|
/s/ Michael Simanovsky
|
|||
Name:
|
Michael Simanovsky
|
|||
Title:
|
Managing Member
|
CM CHANGE INDUSTRIAL LP
|
||||
By:
|
Cambiar GP Holdings LLC, its general partner
|
|||
By:
|
/s/ Michael Simanovsky
|
|||
Name:
|
Michael Simanovsky
|
|||
Title:
|
Managing Member
|
SCHF (GPE), LLC
|
||||
By:
|
/s/ Kevin Kelly
|
|||
Name:
|
Kevin Kelly
|
|||
Title:
|
Managing Member
|
/s/ Michael Simanovsky
|
|
MICHAEL SIMANOVSKY
|
CAMBIAR MANAGEMENT LLC
|
||||
By:
|
/s/ Michael Simanovsky
|
|||
Name:
|
Michael Simanovsky
|
|||
Title:
|
Managing Member
|
CAMBIAR GP HOLDINGS LLC
|
||||
By:
|
/s/ Michael Simanovsky
|
|||
Name:
|
Michael Simanovsky
|
|||
Title:
|
Managing Member
|
CM CHANGE INDUSTRIAL LP
|
||||
By:
|
Cambiar GP Holdings LLC, its general partner
|
|||
By:
|
/s/ Michael Simanovsky
|
|||
Name:
|
Michael Simanovsky
|
|||
Title:
|
Managing Member
|
SCHF (GPE), LLC
|
||||
By:
|
/s/ Kevin Kelly
|
|||
Name:
|
Kevin Kelly
|
|||
Title:
|
Managing Member
|
/s/ Michael Simanovsky
|
|
MICHAEL SIMANOVSKY
|