0001172661-21-000861.txt : 20210217 0001172661-21-000861.hdr.sgml : 20210217 20210216173328 ACCESSION NUMBER: 0001172661-21-000861 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210217 DATE AS OF CHANGE: 20210216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Broadstone Net Lease, Inc. CENTRAL INDEX KEY: 0001424182 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91707 FILM NUMBER: 21641239 BUSINESS ADDRESS: STREET 1: 800 CLINTON SQUARE CITY: Rochester STATE: NY ZIP: 14604 BUSINESS PHONE: 585-287-6500 MAIL ADDRESS: STREET 1: 800 CLINTON SQUARE CITY: Rochester STATE: NY ZIP: 14604 FORMER COMPANY: FORMER CONFORMED NAME: Broadstone Net Lease Inc DATE OF NAME CHANGE: 20080116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Resolution Capital Ltd CENTRAL INDEX KEY: 0001612389 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEVEL 38, AUSTRALIA SQUARE TOWER STREET 2: 264 GEORGE STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 BUSINESS PHONE: 61282589188 MAIL ADDRESS: STREET 1: LEVEL 38, AUSTRALIA SQUARE TOWER STREET 2: 264 GEORGE STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 SC 13G 1 resolution-bnl093020.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*



Broadstone Net Lease, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.00025 par value

(Title of Class of Securities)

 

11135E104

(CUSIP Number)

 

 

September 30, 2020
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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.  11135E104
 SCHEDULE 13G
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Resolution Capital Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Australia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
4,255,530
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
4,255,530
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,255,530
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.7%
12
TYPE OF REPORTING PERSON
 
IA

 
 

 

CUSIP No. 11135E104
 SCHEDULE 13G
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

Broadstone Net Lease, Inc.

Item 1.(b) Address of Issuer’s Principal Executive Offices

888 Seventh Avenue New York New York 10019

Item 2.(a) Name of Person Filing

Resolution Capital Limited

 

Item 2.( b) Address of Principal Business Office

Level 38, 264 George St 

Sydney Australia 2000

 

Item 2.(c) Citizenship

Australia

  

Item 2.(d) Title of Class of Securities

Class A Common Stock, $0.00025 par value (the “Common Stock”)

 

Item 2.(e) CUSIP No.:

11135E104

 

CUSIP No.  11135E104
 SCHEDULE 13G
Page 4 of 6 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 11135E104
 SCHEDULE 13G
Page 5 of 6 Pages

 

 

Item 4. Ownership

Information with respect to the Reporting Person’s ownership of the Class A Common Stock, $0.00025 par value as of September 30, 2020 is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The amount beneficially owned by the Reporting Person is determined based on 116,701,311 shares of Common Stock outstanding as of September 30, 2020, as the Issuer reported in its 10-Q filed with the SEC on November 5, 2020.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 11135E104
 SCHEDULE 13G
Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable 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: February 16, 2021

 

 

 

 

Resolution Capital Limited

       
  By:  /s/ Alex Ihlenfeldt
    Alex Ihlenfeldt, Company Secretary