0000902664-17-002661.txt : 20170616 0000902664-17-002661.hdr.sgml : 20170616 20170616163224 ACCESSION NUMBER: 0000902664-17-002661 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170616 DATE AS OF CHANGE: 20170616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE REAL ESTATE INVESTMENT TRUST CENTRAL INDEX KEY: 0001564538 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 986068269 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87851 FILM NUMBER: 17916492 BUSINESS ADDRESS: STREET 1: 77 KING ST. WEST, SUITE 4010 STREET 2: P.O. BOX 159, TD CENTRE CITY: TORONTO STATE: A6 ZIP: M5K 1H1 BUSINESS PHONE: 647-925-7522 MAIL ADDRESS: STREET 1: 77 KING ST. WEST, SUITE 4010 STREET 2: P.O. BOX 159, TD CENTRE CITY: TORONTO STATE: A6 ZIP: M5K 1H1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FrontFour Capital Group LLC CENTRAL INDEX KEY: 0001430308 IRS NUMBER: 205997207 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-274-9050 MAIL ADDRESS: STREET 1: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 p17-1355sc13da.htm FRONTFOUR CAPITAL GROUP LLC
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Granite Real Estate Investment Trust
Granite REIT Inc.
(Name of Issuer)
 

Stapled Units, no par value per unit

(Title of Class of Securities)
 

387437114

(CUSIP Number)
 

Zachary George

FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

(203) 274-9050

 

Samir A. Manji

Sandpiper Asset Management Inc.

200 Burrard Street, Suite 1670,

Vancouver, British Columbia V6C 3L6

(604) 558-4885

 

Walied Soliman, Esq.

Heidi Reinhart, Esq.

Norton Rose Fulbright Canada LLP

200 Bay Street, Suite 3800

Toronto, Ontario M5J 2Z4

(416) 216-4820

 

Aneliya Crawford, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2372

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 15, 2017

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ] 

(Page 1 of 21 Pages)

______________________________

* 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. 387437114SCHEDULE 13DPage 2 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

FrontFour Capital Group LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,065,376 (including options to purchase 374,800 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,065,376 (including options to purchase 374,800 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,065,376 (including options to purchase 374,800 Stapled Units)

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)

2.26%

14

TYPE OF REPORTING PERSON

IA

         

 

CUSIP No. 387437114SCHEDULE 13DPage 3 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

FrontFour Value Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

703,500

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

703,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

703,500

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)

1.49%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 387437114SCHEDULE 13DPage 4 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

FrontFour Value GP Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

703,500

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

703,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

703,500

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)

1.49%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 5 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

FrontFour Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

641,357 (including options to purchase 230,600 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

641,357 (including options to purchase 230,600 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

641,357 (including options to purchase 230,600 Stapled Units)

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)

1.36%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 6 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

FrontFour Opportunity Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

26,624 (including options to purchase 16,200 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

26,624 (including options to purchase 16,200 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

26,624 (including options to purchase 16,200 Stapled Units)

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)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 387437114SCHEDULE 13DPage 7 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

FrontFour Capital Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

26,624 (including options to purchase 16,200 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

26,624 (including options to purchase 16,200 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

26,624 (including options to purchase 16,200 Stapled Units)

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)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 8 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

Stephen Loukas

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,795,500 (including options to purchase 391,000 Stapled Units)

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)

3.81%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 9 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

David A. Lorber

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,795,500 (including options to purchase 391,000 Stapled Units)

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)

3.81%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 10 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

Zachary George

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,795,500 (including options to purchase 391,000 Stapled Units)

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)

3.81%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 11 of 21 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Sandpiper Asset Management Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

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)

2.39%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 

 

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 12 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

Sandpiper Real Estate Fund Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

255,225

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

255,225

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

255,225

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)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 13 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

Stone Opportunity Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

868,850

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

868,850

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

868,850

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)

1.84%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 14 of 21 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Sandpiper GP Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

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)

2.39%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 15 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

Samir A. Manji

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

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)

2.39%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 387437114SCHEDULE 13DPage 16 of 21 Pages

 

 

1

NAME OF REPORTING PERSONS

Salim Aziz Manji

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

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)

2.39%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 387437114SCHEDULE 13DPage 17 of 21 Pages

 

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2017 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on May 8, 2017 (“Amendment No. 1”) and Amendment No. 2 filed with the SEC on May 30, 2017 (“Amendment No. 2” and, together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the “Schedule 13D”), with respect to the Stapled Units, consisting of (i) one unit, no par value per unit, of Granite Real Estate Investment Trust, an Ontario real estate investment trust (the “REIT”), and (ii) one common share, no par value per share, of Granite REIT Inc., a British Columbia corporation (the “GP”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 4, 5 and 7 as set forth below. This Amendment No. 3 constitutes an “exit filing” for the Reporting Persons.

 

Item 4. PURPOSE OF TRANSACTION
 
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
As previously disclosed in Amendment No. 2, on May 26, 2017, the Reporting Persons filed an information circular / proxy statement (the “Information Circular / Proxy Statement”) disclosing the names and qualifications of Al Mawani, Peter Aghar and Samir Manji, each a nominee of the Reporting Persons in connection with the election of trustees and directors to the boards of the REIT and GP, respectively, at the joint Annual General Meetings of the REIT unitholders and the GP shareholders on June 15, 2017 (the “Annual General Meetings”).
 
On June 14, 2017, Granite Real Estate Investment Trust and Granite REIT Inc. issued a joint press release disclosing that three incumbent directors and trustees, Wesley Voorheis, former Chairman; Peter Dey, former Vice-Chairman; and Brydon Cruise, former Chair of the Compensation Committee, would not be standing for reelection to the boards of the REIT and GP, respectively, at the Annual General Meetings.  On June 15, 2017, at the Annual General Meetings, the REIT unitholders and the GP shareholders elected each of Al Mawani, Peter Aghar and Samir Manji (all three nominees of the Reporting Persons) as a trustee and director of the REIT and GP, respectively.
 
Pursuant to the terms of the Group Agreement dated April 25, 2017, by and between FrontFour Capital and Sandpiper GP, on June 16, 2017, the Reporting Persons terminated their status as a “group” with respect to the Stapled Units for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder.
 
Also on June 14, 2017, the Reporting Persons issued a press release regarding the foregoing (the “June 14 Press Release”).  The foregoing summary of the June 14 Press Release is qualified in its entirety by reference to the full text of the June 14 Press Release, a copy of which is attached hereto as Exhibit 9, and is incorporated by reference herein.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
 
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
 
(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Stapled Units as of June 16, 2017.

 

 

CUSIP No. 387437114SCHEDULE 13DPage 18 of 21 Pages

 

  

Item 7. EXHIBITS
 
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Exhibit Description
9 Press Release, dated June 14, 2017.

 

 

CUSIP No. 387437114SCHEDULE 13DPage 19 of 21 Pages

 

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.

DATE: June 16, 2017

  FRONTFOUR CAPITAL GROUP LLC
     
  By: /s/ Zachary George
    Name: Zachary George
    Title: Managing Member
     
     
  FRONTFOUR VALUE FUND
     
  By: FrontFour Value GP Inc., its general partner
     
  By: /s/ Zachary George
    Name: Zachary George
    Title: Director
   
   
  FRONTFOUR VALUE GP INC.
   
  By: /s/ Zachary George
    Name: Zachary George
    Title: Director
     
     
  FRONTFOUR MASTER FUND, LTD.
     
  By: FrontFour Capital Group LLC., its investment manager
     
  By: /s/ Zachary George
    Name: Zachary George
    Title: Managing Member
     
     
  FRONTFOUR OPPORTUNITY FUND
     
  By: FrontFour Capital Corp., its investment manager
     
  By: /s/ Zachary George
    Name: Zachary George
    Title: Principal

 

 

CUSIP No. 387437114SCHEDULE 13DPage 20 of 21 Pages

 

 

 

  FRONTFOUR CAPITAL CORP.
     
  By: /s/ Zachary George
    Name: Zachary George
    Title: Principal
     
     
  By: /s/ Stephen Loukas
    Name: Stephen Loukas
     
     
  By: /s/ David A. Lorber
    Name: David A. Lorber
     
     
  By: /s/ Zachary George
    Name: Zachary George
     
     
  SANDPIPER ASSET MANAGEMENT INC.
     
  By: /s/ Samir A. Manji
    Name: Samir A. Manji
    Title: Chief Executive Officer
     
     
  SANDPIPER REAL ESTATE FUND LIMITED PARTNERSHIP
     
  By: Sandpiper GP Inc., its general partner
     
  By: /s/ Samir A. Manji
    Name: Samir A. Manji
    Title: Chief Executive Officer
     
     
  STONE OPPORTUNITY LIMITED PARTNERSHIP
     
  By: Sandpiper GP Inc., its general partner
     
  By: /s/ Samir A. Manji
    Name: Samir A. Manji
    Title: Chief Executive Officer

 

 

CUSIP No. 387437114SCHEDULE 13DPage 21 of 21 Pages

 

 

 

  SANDPIPER GP INC.
     
  By: /s/ Samir A. Manji
    Name: Samir A. Manji
    Title: Chief Executive Officer
     
     
  By: /s/ Samir A. Manji
    Name: Samir A. Manji
     
     
  By: /s/ Salim Aziz Manji
    Name: Salim Aziz Manji

 

EX-99 2 p17-1355exhibit9.htm EXHIBIT 9

EXHIBIT 9

FrontFour and Sandpiper’s Nominees to Join Granite REIT’s Board of Trustees and Directors

 

TORONTO, June 14, 2017 – FrontFour Capital Group LLC (“FrontFour”) and Sandpiper Group (“Sandpiper”), owners of approximately 6.2% of the outstanding stapled units of Granite Real Estate Investment Trust ("Granite") (GRT.UN:TSX, GRP.U:NYSE), are pleased to announce that Granite will be nominating its three highly qualified nominees, Al Mawani, Peter Aghar and Samir Manji to Granite’s Board of Trustees and Granite REIT Inc.’s Board of Directors (collectively the “Board”) for election at the joint upcoming meetings to be held on June 15, 2017. Current Board members G. Wesley Voorheis, Peter Dey and Brydon Cruise will not be standing for re-election.

 

FrontFour and Sandpiper’s nominees are looking forward to working constructively with Granite's management team and the rest of the elected Board. We believe that the reconstituted Board represents a group of individuals with extensive real estate and governance expertise. All five new Board nominees, including Al Mawani, Peter Aghar and Samir Manji, are seasoned real estate veterans, highly respected in the real estate industry and have considerable board experience. We believe the Board transition will be seamless with a focus on creating value for all unitholders.

 

Granite is a unique, high-quality global portfolio of industrial assets with tremendous long term potential to become a Canadian real estate champion. We are very excited about Granite’s prospects moving forward and are committed to its long-term success.

 

FrontFour and Sandpiper also wish to thank unitholders for their tremendous support throughout our campaign.

 

For further information, contact Zachary George at FrontFour Capital Group LLC – (203) 274-9053 or Samir Manji at Sandpiper Group – (604) 558-4885.

 

FRONTFOUR CAPITAL GROUP LLC

 

FrontFour Capital Group LLC, located in the United States at 35 Mason Street, Greenwich, CT 06830, was formed in December 2006. FrontFour Capital Group LLC is registered with the Securities & Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended.

 

SANDPIPER GROUP

 

Sandpiper is a Vancouver-based private equity firm focused on investing in real estate through direct property investments and securities. For more information about Sandpiper, visit www.sandpipergroup.ca.