0001104659-20-011025.txt : 20200205 0001104659-20-011025.hdr.sgml : 20200205 20200205085549 ACCESSION NUMBER: 0001104659-20-011025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200205 DATE AS OF CHANGE: 20200205 GROUP MEMBERS: AEW CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL REALTY INVESTMENT TRUST CENTRAL INDEX KEY: 0000034903 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 520782497 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31101 FILM NUMBER: 20576478 BUSINESS ADDRESS: STREET 1: 1626 EAST JEFFERSON STREET CITY: ROCKVILLE STATE: MD ZIP: 20852-4041 BUSINESS PHONE: 3019988100 MAIL ADDRESS: STREET 1: 1626 EAST JEFFERSON STREET CITY: ROCKVILLE STATE: MD ZIP: 20852-4041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEW CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001046187 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO SEAPORT LANE CITY: BOSTON STATE: MA ZIP: 02210-2021 BUSINESS PHONE: 6172629324 MAIL ADDRESS: STREET 1: TWO SEAPORT LANE CITY: BOSTON STATE: MA ZIP: 02210-2021 FORMER COMPANY: FORMER CONFORMED NAME: AEW CAPITAL MANAGEMENT L P/MA DATE OF NAME CHANGE: 19990325 SC 13G/A 1 tm206680d4_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Ammendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Federal Realty Investment Trust

(Name of Issuer)

Common Stock

(Title of Class of Securities)

313747206

(CUSIP Number)

December 31, 2019

(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)

(Continued on the following pages)

(Page 1 of 6 Pages)

*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. 313747206

Page 2 of 6 Pages

	(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). AEW Capital Management, L.P.

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

	(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 421,774

			(6)	Shared Voting Power None

			(7)	Sole Dispositive Power 539,074

			(8)	Shared Dispositive Power None

	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 539,074 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) 0.66%

	(12)	Type of Reporting Person (See Instructions) PN

CUSIP No. 313747206

Page 3 of 6 Pages

	(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). AEW Capital Management, Inc.

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

	(3)	SEC Use Only

	(4)	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With:			(5)	Sole Voting Power 421,774

			(6)	Shared Voting Power None

			(7)	Sole Dispositive Power 539,074

			(8)	Shared Dispositive Power None

	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 539,074 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) 0.66%

	(12)	Type of Reporting Person (See Instructions) CO

CUSIP No. 313747206

Page 4 of 6 Pages

STATEMENT ON SCHEDULE 13G

Item 1(a).

NAME OF ISSUER:

Federal Realty Investment Trust

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

1626 E Jefferson Street

Rockville, MD 20852

Item 2(a).

NAMES OF PERSON FILING:

AEW Capital Management, L.P.

AEW Capital Management, Inc.

Item 2(b).

BUSINESS MAILING ADDRESS FOR THE PERSON FILING:

Two Seaport Lane

Boston, MA 02110-2021

Item 2(c).

CITIZENSHIP:

Delaware for AEW Capital Management, L.P.

Massachusetts for AEW Capital Management, Inc.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock

Item 2(e).

CUSIP NUMBER:

313747206

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable

Page 5 of 6 Pages

Item 4.

OWNERSHIP:

	(a)	Amount Beneficially Owned:

		539,074 shares of Common Stock

	(b)	Percent of Class Owned:

		0.66 %

	(c)	Number of shares as to which such person has:

		(i) sole power to vote or to direct the vote:

		421,774 shares of Common Stock

		(ii) shared power to vote or to direct the vote:

		None

		(iii) sole power to dispose or to direct the disposition of:

		539,074 shares of Common Stock

		(iv) shared power to dispose or to direct The disposition of:

		None

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

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

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.

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.

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 4, 2020

AEW CAPITAL MANAGEMENT, L.P.

By:	AEW Capital Management, Inc., its general partner

By:	/s/ James J. Finnegan
	Name:	James J. Finnegan
	Title:	Vice President


AEW CAPITAL MANAGEMENT, INC.

By:	/s/ James J. Finnegan
	Name:	James J. Finnegan
	Title:	Vice President

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Brandywine Realty Trust and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 4th day of February, 2020.

AEW CAPITAL MANAGEMENT, L.P.

By:	AEW Capital Management, Inc., its General partner

By:	/s/ James J. Finnegan
	Name:	James J. Finnegan
	Title:	Vice President


AEW CAPITAL MANAGEMENT, INC.

By:	/s/ James J. Finnegan
	Name:	James J. Finnegan
	Title:	Vice President