0001104659-17-008559.txt : 20170213 0001104659-17-008559.hdr.sgml : 20170213 20170213144454 ACCESSION NUMBER: 0001104659-17-008559 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 GROUP MEMBERS: JAMES C. JUSTICE II GROUP MEMBERS: JAMES C. JUSTICE III GROUP MEMBERS: JUSTICE COAL OF ALABAMA, LLC GROUP MEMBERS: JUSTICE FARMS OF NORTH CAROLINA, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Farmland Partners Inc. CENTRAL INDEX KEY: 0001591670 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 463769850 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89716 FILM NUMBER: 17598352 BUSINESS ADDRESS: STREET 1: 4600 S. SYRACUSE STREET STREET 2: SUITE 1450 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 720-452-3100 MAIL ADDRESS: STREET 1: 4600 S. SYRACUSE STREET STREET 2: SUITE 1450 CITY: DENVER STATE: CO ZIP: 80237 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: James C. Justice Companies, Inc. CENTRAL INDEX KEY: 0001691381 IRS NUMBER: 222890016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 302 S. JEFFERSON STREET CITY: ROANOKE STATE: VA ZIP: 24011 BUSINESS PHONE: 540-342-1936 MAIL ADDRESS: STREET 1: 302 S. JEFFERSON STREET CITY: ROANOKE STATE: VA ZIP: 24011 SC 13G/A 1 a17-4259_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Final Amendment)

 

Farmland Partners, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

31154R 10 9

(CUSIP Number)

February 3, 2017

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

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.

 


 

CUSIP No. 31154R 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Justice III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
215,972 shares of Common Stock

 

6.

Shared Voting Power
0 shares of Common Stock

 

7.

Sole Dispositive Power
215,972 shares of Common Stock

 

8.

Shared Dispositive Power
0 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
215,972 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.7% of Common Stock (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)  Calculated pursuant to Rule 13d-3.  The percentage is based on the number of shares of Common Stock and OP Units convertible into Common Stock of Farmland Partners, Inc. (“FPI”) outstanding as of February 3, 2017, as reported in FPI’s Current Report on Form 8-K filed on February 3, 2017.

 

2


 

CUSIP No. 31154R 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Justice II

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

 

6.

Shared Voting Power
1,096,515 shares of Common Stock

 

7.

Sole Dispositive Power
0 shares of Common Stock

 

8.

Shared Dispositive Power
1,096,515 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,096,515 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.3% of Common Stock (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(2)  Calculated pursuant to Rule 13d-3.  The percentage is based on the number of shares of Common Stock and OP Units convertible into Common Stock of Farmland Partners, Inc. (“FPI”) outstanding as of February 3, 2017, as reported in FPI’s Current Report on Form 8-K filed on February 3, 2017.  The Reporting Person individually owns 0 shares of Common Stock. The Reporting Person has sole voting power and sole dispositive power over the shares of Common Stock held by James C. Justice Companies, Inc., Justice Farms of North Carolina, LLC, and Justice Coal of Alabama, LLC, and is therefore deemed to beneficially own the number of shares of Common Stock held by those entities; the shares held by these entities are reported in the aggregate at Items 5, 7 and 9 above.

 

3


 

CUSIP No. 31154R 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Justice Companies, Inc. (Tax ID No. 22-3890016)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

 

6.

Shared Voting Power
143,788 shares of Common Stock

 

7.

Sole Dispositive Power
0 shares of Common Stock

 

8.

Shared Dispositive Power
143,788 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
143,788 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.4% of Common Stock

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4


 

CUSIP No. 31154R 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Justice Coal of Alabama, LLC (Tax ID No. 45-2354416)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Alabama

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

 

6.

Shared Voting Power
592,460 shares of Common Stock

 

7.

Sole Dispositive Power
0 shares of Common Stock

 

8.

Shared Dispositive Power
592,460 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
592,460 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.8% of Common Stock

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. 31154R 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Justice Farms of North Carolina, LLC (Tax ID No. 46-4423106)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Virginia

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

 

6.

Shared Voting Power
360,267 shares of Common Stock

 

7.

Sole Dispositive Power
0 shares of Common Stock

 

8.

Shared Dispositive Power
360,267 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
360,267 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.1% of Common Stock

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6


 

Item 1.

 

(a)

Name of Issuer
Farmland Partners, Inc. (“FPI”)

 

(b)

Address of Issuer’s Principal Executive Offices
4600 South Syracuse Street, Suite 1450, Denver, Colorado 80237

 

Item 2.

 

(a)

Name of Person Filing
This statement is being filed on behalf of James C. Justice II (“Mr. Justice II”), James C. Justice III (“Mr. Justice III”), James C. Justice Companies, Inc. (“Justice Inc.”), Justice Farms of North Carolina (“Justice North Carolina”), and Justice Coal of Alabama, LLC (“Justice Alabama,” and collectively with Mr. Justice II, Mr. Justice III, Justice Inc. and Justice North Carolina, the “Reporting Persons”). Mr. Justice II is the majority owner, and Mr. Justice III is the Executive Vice President, of Justice Inc., Justice North Carolina, and Justice Alabama. Mr. Justice II is Mr. Justice III’s father.

 

(b)

Address of Principal Business Office or, if none, Residence
302 S. Jefferson Street, Roanoke, VA 24011

 

(c)

Citizenship
USA

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
31154R 10 9

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

7


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The percentages set forth in this Item 4 are based on 32,132,438 shares of FPI Common Stock and 6,216,027 (excluding OP Units owned by FPI) OP Units convertible into FPI Common Stock outstanding as of February 3, 2017, as reported in FPI’s Current Report on Form 8-K filed on February 3, 2017.

 

Mr. Justice III:

 

(a)

Amount beneficially owned:   

215,972

 

(b)

Percent of class:   

0.7%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

215,972

 

 

(ii)

Shared power to vote or to direct the vote:    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition:   

215,972

 

 

(iv)

Shared power to dispose or to direct the disposition:   

-0-

 

 

Mr. Justice II:

 

(a)

Amount beneficially owned:   

1,096,515

 

(b)

Percent of class:   

3.3%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-

 

 

(ii)

Shared power to vote or to direct the vote:    

1,096,515

 

 

(iii)

Sole power to dispose or to direct the disposition:   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition:   

1,096,515

 

 

Justice Inc.:

 

(a)

Amount beneficially owned:   

143,788

 

(b)

Percent of class:   

0.4%

 

(c)

Number of shares as to which such person has;

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-

 

 

(ii)

Shared power to vote or to direct the vote:    

143,788

 

 

(iii)

Sole power to dispose or to direct the disposition:   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition:   

143,788

 

 

Justice North Carolina:

 

(a)

Amount beneficially owned:   

360,267

 

(b)

Percent of class:   

1.1%

 

(c)

Number of shares as to which such person has;

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-

 

 

(ii)

Shared power to vote or to direct the vote:    

360,267

 

 

(iii)

Sole power to dispose or to direct the disposition:   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition:   

360,267

 

8


 

 

Justice Alabama:

 

(a)

Amount beneficially owned:   

592,460

 

(b)

Percent of class:   

1.8%

 

(c)

Number of shares as to which such person has;

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-

 

 

(ii)

Shared power to vote or to direct the vote:    

592,460

 

 

(iii)

Sole power to dispose or to direct the disposition:   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition:   

592,460

 

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 x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Except as otherwise disclosed in periodic public filings with the Securities and Exchange Commission, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

 

The Reporting Persons have pledged the shares to a bank in connection with a loan. Upon a default, the Bank would have the right to vote and/or dispose of the shares.

 

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

See Exhibits 1 and 2 attached hereto.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

9


 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

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.

 

 

February 10, 2017

 

Date

 


/s/ James C. Justice III

 

Signature

 


/s/  James C. Justice II

 

Signature

 

 

 

JAMES C. JUSTICE COMPANIES, INC.

 

 

 

 

 

 

 

By:

/s/ James C. Justice III

 

James C. Justice III, Executive Vice President

 

 

 

 

JUSTICE COAL OF ALABAMA, LLC

 

 

 

 

 

 

 

By:

/s/ James C. Justice III

 

James C. Justice III, Executive Vice President

 

 

 

 

JUSTICE FARMS OF NORTH CAROLINA, LLC

 

 

 

 

 

 

 

By:

/s/ James C. Justice II I

 

 

James C. Justice III, Executive Vice President

 

10

 EX-1 2 a17-4259_1ex1.htm EX-1

Exhibit 1

 

Group Member

 

Number of Shares and Class

 

 

 

James C. Justice III

302 S. Jefferson Street

Roanoke, VA 24011

 

OP Units convertible into 215,972 shares of Common Stock

(See James C. Justice III cover page for additional information)

 

 

 

James C. Justice II

302 S. Jefferson Street

Roanoke, VA 24011

 

OP Units convertible into 1,096,515 shares of Common Stock

(See James C. Justice II cover page for additional information)

 

 

 

Justice Coal of Alabama, LLC

c/o James C. Justice III, Executive Vice President

302 S. Jefferson Street

Roanoke, VA 24011

Alabama limited liability company

 

OP Units convertible into 592,460 shares of Common Stock

 

 

 

Justice Farms of North Carolina, LLC

c/o James C. Justice III, Executive Vice President

302 S. Jefferson Street

Roanoke, VA 24011

Virginia limited liability company

 

OP Units convertible into 360,267 shares of Common Stock

 

 

 

James C. Justice Companies, Inc.

c/o James C. Justice III, Executive Vice President

302 S. Jefferson Street

Roanoke, VA 24011

Delaware corporation

 

OP Units convertible into 143,788 shares of Common Stock

 

1

 EX-2 3 a17-4259_1ex2.htm EX-2

Exhibit 2

 

JOINT FILING AGREEMENT

 

The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-l(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

 

Dated:    February 10, 2017

 

 

/s/ James C. Justice III

 

James C. Justice III

 

 

 

 

 

/s/ James C. Justice II

 

James C. Justice II

 

 

 

 

JAMES C. JUSTICE COMPANIES, INC.

 

 

 

 

By:

/s/ James C. Justice III

 

James C. Justice III, Executive Vice President

 

 

 

 

 

JUSTICE COAL OF ALABAMA, LLC

 

 

 

 

By:

/s/ James C. Justice III

 

James C. Justice III, Executive Vice President

 

 

 

 

 

JUSTICE FARMS OF NORTH CAROLINA, LLC

 

 

 

 

By:

/s/ James C. Justice II I

 

James C. Justice III, Executive Vice President

 

1