1
|
NAME OF REPORTING PERSON
Land & Buildings Capital Growth Fund, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
2,666,822*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,666,822*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,666,822*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Land & Buildings Absolute Value II LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
587,200
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
587,200
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,200
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Land & Buildings Real Estate Opportunity Fund, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
2,240,029
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,240,029
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,240,029
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Land & Buildings GP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
4,906,851
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,906,851
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,906,851
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Land & Buildings Investment Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
8,821,554*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,821,554*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,821,554*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%*
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Jonathan Litt
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
8,821,554*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
8,821,554*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,821,554*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Land & Buildings Capital Growth Fund, LP, a Delaware limited partnership (“L&B Growth”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Land & Buildings Real Estate Opportunity Fund, LP, a Delaware limited partnership (“L&B Opportunity”), with respect to the Shares directly and beneficially owned by it, and as the sole member of Land & Buildings Absolute Value II LLC;
|
|
(iii)
|
Land & Buildings Absolute Value II LLC, a Delaware limited liability company (“L&B Value”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Land & Buildings GP LP, a Delaware limited partnership (“L&B GP”), as the general partner of each of L&B Growth, L&B Opportunity, and L&B Value;
|
|
(v)
|
Land & Buildings Investment Management, LLC, a Delaware limited liability company (“L&B Management”), as the investment manager of each of L&B Growth, L&B Opportunity, and L&B Value, and the investment advisor of two certain managed accounts (together, the “L&B Account”); and
|
|
(vi)
|
Jonathan Litt, as the managing principal of L&B Management.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
L&B Growth
|
|
(a)
|
As of the close of business on September 16, 2016, L&B Growth beneficially owned 2,666,822 Shares, which includes the 587,200 Shares beneficially owned by L&B Growth, as the sole member of L&B Value.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,666,822
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,666,822
|
|
(c)
|
The transactions in the Shares by L&B Growth during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
L&B Opportunity
|
|
(a)
|
As of the close of business on September 16, 2016, L&B Opportunity beneficially owned 2,240,029 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,240,029
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,240,029
|
|
(c)
|
The transactions in the Shares by L&B Opportunity during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
L&B Value
|
|
(a)
|
As of the close of business on September 16, 2016, L&B Value beneficially owned 587,200 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 587,200
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 587,200
|
|
(c)
|
The transactions in the Shares by L&B Value during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
L&B GP
|
|
(a)
|
As the general partner of each of L&B Growth, L&B Opportunity, and L&B Value, may be deemed the beneficial owner of the (i) 2,666,822 Shares owned by L&B Growth, (ii) 2,240,029 Shares of L&B Opportunity and (iii) 587,200 Shares owned by L&B Value.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,906,851
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,906,851
|
|
(c)
|
L&B GP has not entered into any transaction in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of L&B Growth, L&B Opportunity, and L&B Value during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
L&B Management
|
|
(a)
|
L&B Management, as the investment manager for each of L&B Growth, L&B Opportunity, L&B Value, and as the investment advisor of L&B Account, may be deemed the beneficial owner of the (i) 2,666,822 Shares owned by L&B Growth, (ii) 2,240,029 Shares of L&B Opportunity, (iii) 587,200 Shares owned by L&B Value, and (iv) 3,914,703 Shares held in the L&B Account.2
|
|
(b)
|
1. Sole power to vote or direct vote: 8,821,554
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 8,821,554
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
L&B Management has not entered into any transaction in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of L&B Growth, L&B Opportunity, L&B Value, and L&B Account during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Jonathan Litt
|
|
(a)
|
Mr. Litt, as the managing principal of L&B Management, the investment manager for each of L&B Growth, L&B Opportunity, L&B Value, and the investment advisor of L&B Account, may be deemed the beneficial owner of (i) 2,666,822 Shares owned by L&B Growth, (ii) 2,240,029 Shares of L&B Opportunity, (iii) 587,200 Shares owned by L&B Value, and (iv) 3,914,703 Shares held in the L&B Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 8,821,554
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 8,821,554
|
|
(c)
|
Mr. Litt has not entered into any transaction in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of L&B Growth, L&B Opportunity, L&B Value, and L&B Account during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter Agreement, dated as of February 18, 2016, between FelCor Lodging Trust Incorporated and Land & Buildings Investment Management LLC (incorporated by reference from the Issuer’s Form 8-K filed on February 19, 2016).
|
|
99.2
|
Standstill Agreement, dated February 18, 2016, between FelCor Lodging Trust Incorporated and Land & Buildings Investment Management LLC, dated as of February 18, 2016.
|
|
99.3
|
Joint Filing Agreement by and among Land & Buildings Capital Growth Fund, LP, L&B Real Estate Opportunity Fund, LP, Land & Buildings Absolute Value II LLC, Land & Buildings GP LP, Land & Buildings Investment Management, LLC, and Jonathan Litt, dated September 19, 2016.
|
Land & Buildings Capital Growth Fund, LP
|
|||
By:
|
Land & Buildings Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
L&B Real Estate Opportunity Fund, LP
|
|||
By:
|
Land & Buildings Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
Land & Buildings Absolute Value II LLC
|
|||
By:
|
Land & Buildings Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
Land & Buildings GP LP
|
|||
By:
|
L&B GP LLC
General Partner
|
||
By:
|
Land & Buildings Investment Management, LLC
Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Manager
|
Land & Buildings Investment Management, LLC
|
|||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
/s/ Jonathan Litt
|
|
Jonathan Litt
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
(73,000)
|
6.56
|
07/26/2016
|
133,500
|
6.33
|
08/02/2016
|
85,000
|
6.55
|
08/09/2016
|
42,900
|
6.56
|
08/10/2016
|
(84,100)
|
6.56
|
07/26/2016
|
76,700
|
6.55
|
08/09/2016
|
38,700
|
6.56
|
08/10/2016
|
29,100
|
6.54
|
08/16/2016
|
(22,500)
|
6.56
|
07/26/2016
|
10,300
|
6.55
|
08/09/2016
|
5,100
|
6.56
|
08/10/2016
|
10,200
|
6.54
|
08/16/2016
|
(25,800)
|
6.56
|
07/26/2016
|
119,200
|
6.33
|
08/02/2016
|
81,400
|
6.55
|
08/09/2016
|
41,100
|
6.56
|
08/10/2016
|
72,977
|
6.54
|
08/16/2016
|
96,900
|
6.71
|
08/22/2016
|
158,000
|
6.82
|
08/23/2016
|
122,800
|
6.82
|
08/24/2016
|
125,746
|
6.87
|
08/25/2016
|
111,969
|
6.86
|
08/26/2016
|
117,600
|
7.00
|
08/29/2016
|
75,000
|
7.01
|
08/30/2016
|
100,000
|
7.13
|
08/31/2016
|
50,000
|
7.12
|
08/31/2016
|
125,100
|
6.97
|
09/01/2016
|
55,300
|
6.85
|
09/01/2016
|
157,700
|
6.92
|
09/02/2016
|
130,000
|
6.76
|
09/06/2016
|
196,000
|
6.80
|
09/07/2016
|
4,000
|
6.80
|
09/07/2016
|
4,100
|
6.75
|
09/08/2016
|
225,900
|
6.75
|
09/08/2016
|
346,200
|
6.38
|
09/09/2016
|
8,800
|
6.38
|
09/09/2016
|
11,800
|
6.33
|
09/12/2016
|
182,200
|
6.33
|
09/12/2016
|
194,600
|
6.35
|
0913/2016
|
11,600
|
6.35
|
09/13/2016
|
191,600
|
6.45
|
09/14/2016
|
8,400
|
6.45
|
09/14/2016
|
192,400
|
6.53
|
09/15/2016
|
7,600
|
6.53
|
09/15/2016
|
2,500
|
6.17
|
09/16/2016
|
348,000
|
6.17
|
09/16/2016
|
FelCor Lodging Trust Incorporated
|
|
By:
|
/s/ Jonathan H. Yellen
|
Name:
|
Jonathan H. Yellen
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
Land & Buildings Investment Management, LLC
|
|
on behalf of itself and its affiliated and managed persons
|
|
By:
|
/s/ Jonathan Litt
|
Name:
|
Jonathan Litt
|
Title:
|
Managing Principal
|
Land & Buildings Capital Growth Fund, LP
|
|||
By:
|
Land & Buildings Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
L&B Real Estate Opportunity Fund, LP
|
|||
By:
|
Land & Buildings Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
Land & Buildings Absolute Value II LLC
|
|||
By:
|
Land & Buildings Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
Land & Buildings GP LP
|
|||
By:
|
L&B GP LLC
General Partner
|
||
By:
|
Land & Buildings Investment Management, LLC
Manager
|
||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Manager
|
Land & Buildings Investment Management, LLC
|
|||
By:
|
/s/ Jonathan Litt
|
||
Name:
|
Jonathan Litt
|
||
Title:
|
Managing Principal
|
/s/ Jonathan Litt
|
|
Jonathan Litt
|