0001104659-24-072674.txt : 20240618 0001104659-24-072674.hdr.sgml : 20240618 20240618115737 ACCESSION NUMBER: 0001104659-24-072674 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240618 DATE AS OF CHANGE: 20240618 GROUP MEMBERS: CAPRICORN FUND MANAGERS LTD GROUP MEMBERS: GRANITE SAPPHIRE MANAGEMENT LTD GROUP MEMBERS: WEST 4 CAPITAL INVESTMENT ADVISER LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lightstone Value Plus REIT II, Inc. CENTRAL INDEX KEY: 0001436975 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 830511223 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94193 FILM NUMBER: 241050704 BUSINESS ADDRESS: STREET 1: 1985 CEDAR BRIDGE AVENUE, SUITE 1 CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: 732 367 0129 MAIL ADDRESS: STREET 1: 1985 CEDAR BRIDGE AVENUE, SUITE 1 CITY: LAKEWOOD STATE: NJ ZIP: 08701 FORMER COMPANY: FORMER CONFORMED NAME: LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC DATE OF NAME CHANGE: 20080606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: West 4 Capital LP CENTRAL INDEX KEY: 0001997952 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 2ND FLOOR, CENTURY YARD, PO BOX 31162 CITY: CRICKET SQUARE, GEORGE TOWN STATE: E9 ZIP: KY1-1205 BUSINESS PHONE: 972-54-206-2957 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 2ND FLOOR, CENTURY YARD, PO BOX 31162 CITY: CRICKET SQUARE, GEORGE TOWN STATE: E9 ZIP: KY1-1205 SC TO-T/A 1 tm2329619d5_sctota.htm SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LIGHTSTONE VALUE PLUS REIT II, INC.

(Name of Subject Company)

WEST 4 CAPITAL LP

GRANITE SAPPHIRE MANAGEMENT LIMITED

WEST 4 CAPITAL INVESTMENT ADVISER LIMITED

CAPRICORN FUND MANAGERS LIMITED

(Offerors)

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

Ronen Capeluto

West 4 Capital LP

c/o Walkers Corporate Limited

2nd Floor, Century Yard

Cricket Square, George Town

P.O. Box 31162

Grand Cayman, KY1-1205

Cayman Islands

+972-54-206-2957

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Filing Persons)

Copy to:

Amos W. Barclay

Holland & Hart LLP

1800 Broadway, Suite 300

Boulder, Colorado 80302

Phone: (303) 473-2700

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

	Check the appropriate boxes below to designate any transactions to which the statement relates:

x	third party tender offer subject to Rule 14d-1.
¨	issuer tender offer subject to Rule 13e-4.
¨	going private transaction subject to Rule 13e-3
¨	amendment to Schedule 13D under Rule 13d-2

	Check the following box if the filing is a final amendment reporting the results of the tender offer: x

	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

FINAL AMENDMENT TO TENDER OFFER

This Final Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by West 4 Capital LP (the “Purchaser”) to purchase up to up to 700,000 shares of common stock, par value $0.01 per share (the “Shares”), in Lightstone Value Plus REIT II, Inc., the subject company, at a purchase price of $5.37 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 15, 2024, and the related Assignment Form.

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchaser, of a total of approximately 67,701 Shares. Following the purchase of all of the tendered Shares, the Purchaser will own an aggregate of approximately 227,443 Shares, or approximately 1.4% of the total outstanding Shares.

SIGNATURES

After due 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: June 18, 2024

West 4 Capital LP

	By:	/s/ Ronen Capeluto
	Ronen Capeluto
	Chief Investment Officer

Granite Sapphire Management Limited

	By:	/s/ Ronan Guilfoyle
	Ronan Guilfoyle
	Director

West 4 Capital Investment Adviser Limited

	By:	/s/ Ronen Torem
	Ronen Torem
	Director

Capricorn Fund Managers Limited

	By:	/s/ Darryl Noik
	Darryl Noik
	Director