0001140361-19-003621.txt : 20190221 0001140361-19-003621.hdr.sgml : 20190221 20190221135643 ACCESSION NUMBER: 0001140361-19-003621 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190221 DATE AS OF CHANGE: 20190221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Venture Lending & Leasing IX, Inc. CENTRAL INDEX KEY: 0001717310 IRS NUMBER: 822040715 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90930 FILM NUMBER: 19621222 BUSINESS ADDRESS: STREET 1: 104 LA MESA DRIVE, SUITE 102 CITY: PORTOLA VALLEY STATE: CA ZIP: 94028 BUSINESS PHONE: 6502344300 MAIL ADDRESS: STREET 1: 104 LA MESA DRIVE, SUITE 102 CITY: PORTOLA VALLEY STATE: CA ZIP: 94028 FORMER COMPANY: FORMER CONFORMED NAME: Venture Lending & Leasing Fund IX, Inc. DATE OF NAME CHANGE: 20170918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pfizer Master Trust CENTRAL INDEX KEY: 0001320892 IRS NUMBER: 363146075 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 235 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 733-5094 MAIL ADDRESS: STREET 1: 235 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 formsc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. ___)*

VENTURE LENDING & LEASING IX, INC.
(Name of Issuer)
 
Common Shares, $0.001 par value
(Title of Class of Securities)
 
None
(CUSIP Number)
 
May 2, 2018
Date of Event Which Requires Filing of this Statement

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

☒
Rule 13d-1(b)
 
☐
Rule 13d-1(c)
 
☐
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).

1
NAMES OF REPORTING PERSONS
 
 
Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company
    
I.R.S. Identification Nos. of above persons (entities only).
 
 
36-3146075
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)  ☐
    
(b)  ☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Illinois
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
8,696
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 
 
8,696
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.7%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
EP
 
 
 
 

Item 1(a)
Name of Issuer:  VENTURE LENDING & LEASING IX, INC.

Item 1(b)
Address of Issuer’s Principal Executive Offices:
104 La Mesa Drive, Suite 102
Portola Valley, CA 94028

Item 2(a)
Name of Persons Filing:
Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company   

Item 2(b)
Address of Principal Business Office, or if None, Residence:
c/o Benefit Financing
235 East 42nd Street
28th Floor
New York, NY 10017

Item 2(c)
Citizenship:
Illinois

Item 2(d)
Title of Class of Securities:   Common Shares, $0.001 par value

Item 2(e)
CUSIP Number:  None.

Item 3
Not Applicable.

Item 4(a)
Amount beneficially owned:

The Reporting Person identified below owns 5% or more of the outstanding membership interests of Venture Lending & Leasing IX, LLC (the “Company”), which owns all of the outstanding shares of Common Stock of the Issuer (100,000 shares of Common Stock).   The members of the Company have pass-through voting rights with respect to any action proposed at a meeting of the shareholders of the Issuer or submitted for consent of the shareholders of the Issuer.  As a result, the Reporting Person may be deemed to beneficially own outstanding shares of Common Stock of the Issuer.

The Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company was entered into under the laws of the State of Illinois (the “Pfizer Trust”). The Pfizer Trust owns 8.7% of the Company and, as a result, may be deemed to beneficially own 8,696 shares (or 8.7%) of the outstanding shares of Common Stock of the Issuer (the “Pfizer Shares”). The Pfizer Trust disclaims beneficial ownership of the Pfizer Shares except to the extent of its ownership of membership interests of the Company.

Item 4(b)
Percent of class:  8.7%

Item 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:  8,696
(iii)        Sole power to dispose or to direct the disposition of:   0
(iv)         Shared power to dispose or to direct the disposition of:  0

Item 5
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:  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
Certifications:

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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES
 
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 12, 2019
  
(Date)
  
   
 /s/ Brian McMahon  
(Signature)
  
 
Brian McMahon, Member, Plan Assets Committee
  
(Name/Title)
Master Trust Agreement Between Pfizer Inc. and
The Northern Trust Company
  


EX-24 2 ex24.htm EXHIBIT 24
Exhibit 24

LIMITED POWER OF ATTORNEY

VENTURE LENDING & LEASING IX, INC.

The undersigned hereby constitutes and appoints Gwendolyn A. Williamson, of Perkins Coie LLP, 700 13th Street N.W. Washington, D.C. 20005, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign and file one or more of Schedule 13D and/or Schedule 13G, and any amendments thereto, as required under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, with respect to the reporting on the undersigned’s beneficial ownership of securities of Venture Lending & Leasing IX, Inc. (the “Fund”), granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute of her, may lawfully do or cause to be done by virtue hereof.

In witness, by signing this instrument I affirm all that is written above.

Dated: February 12, 2019  
   
/s/ Brian McMahon
  
Name:  Brian McMahon
  
Title:  Member, Plan Assets Committee
  
Member:  
 Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company 

Signed in the presence of:
  
   
/s/ Mo Jalajel
  
Witness, Mo Jalajel
  
   
/s/ Zach Ocampo
  
Witness, Zach Ocampo
  
   
Subscribed and sworn to before me on: February 12, 2019.
  

/s/ Sean Kelley
  
Notary Public, Sean Kelley
  
My commission expires 12-9-2021.