0000931017-13-000006.txt : 20131003 0000931017-13-000006.hdr.sgml : 20131003 20131003164840 ACCESSION NUMBER: 0000931017-13-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131001 FILED AS OF DATE: 20131003 DATE AS OF CHANGE: 20131003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Winthrop Realty Trust CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASHNER MICHAEL L CENTRAL INDEX KEY: 0001139233 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 131134323 MAIL ADDRESS: STREET 1: C/O WINTHROP FINANCIAL ASSOCIATES STREET 2: TWO JERICHO PLAZA WING A CITY: JERICHO STATE: NY ZIP: 11753 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEM FUR INVESTORS LLC CENTRAL INDEX KEY: 0001274894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 131134324 MAIL ADDRESS: STREET 1: 100 JERICHO QUADRANGLE STREET 2: STE 214 CITY: JERICHO STATE: NY ZIP: 11753 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FUR HOLDINGS LLC CENTRAL INDEX KEY: 0001275105 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 131134325 BUSINESS ADDRESS: STREET 1: TWO JERICHO PLAZA STREET 2: WING A, SUITE 111 CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 6175704600 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 CITY: BOSTON STATE: MA ZIP: 02114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FUR INVESTORS LLC CENTRAL INDEX KEY: 0001271267 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 131134326 BUSINESS ADDRESS: STREET 1: TWO JERICHO PLAZA STREET 2: WING A, SUITE 111 CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 6175704600 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 CITY: BOSTON STATE: MA ZIP: 02114 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-10-01 0 0000037008 Winthrop Realty Trust FUR 0001271267 FUR INVESTORS LLC 7 BULFINCH PLACE SUITE 500 BOSTON MA 02114 0 0 0 1 Entity controlled by CEO 0001275105 FUR HOLDINGS LLC 7 BULFINCH PLACE SUITE 500 BOSTON MA 02114 0 0 0 1 Entity controlled by CEO 0001274894 WEM FUR INVESTORS LLC 7 BULFINCH PLACE SUITE 500 BOSTON MA 02114 0 0 0 1 Entity controlled by CEO 0001139233 ASHNER MICHAEL L C/O WINTHROP FINANCIAL ASSOCIATES TWO JERICHO PLAZA WING A JERICHO NY 11753 1 1 0 0 Chairman and CEO Common Shares of Beneficial Interest 2013-10-01 4 J 0 743663 11.91 D 3154586 I see Shares were distributed to certain non-controlling members of FUR Holdings LLC, the sole member of FUR Investors LLC, who are not employees, officers or trustees of Winthrop Realty Trust (the "Issuer"), FUR Advisors, LLC (the Issuer's external advisor), or any affiliate thereof, and have no rights to participate in the management of the Issuer in full redemption of such members indirect interest in FUR Holdings LLC. The sale of such shares by the recipients are subject to sale restrictions for six months. None of the shares were distributed to officers, trustees or persons who participate in the management of the Issuer, which persons, including Michael Ashner, continue to retain their ownership interest in the same number of shares held prior to such distribution. Price represents the average closing price of the Issuer's common shares of beneficial interest for the first 10 trading days in September 2013. Shares are comprised of (i) 2,671,369 shares held by FUR Investors LLC ("Investors"); (ii) 437,882 shares held directly by Michael L. Ashner and his wife, 198,000 or which are subject to forfeiture and (iii) 45,335 shares held by the Ashner Family Evergreen Foundation, a New York not-for-profit corporation (the "Foundation"), an entity which the Reporting Person is a director. Each of the Reporting Persons disclaims beneficial ownership of the shares held by the Foundation. The Reporting Person disclaims beneficial ownership of the shares held by the Foundation. For purposes of Section 16 of the Act: (i) Investors beneficially owns 2,671,369 shares of Beneficial Interest, (ii) FUR Holdings LLC beneficially owns the number of shares of Beneficial Interest listed by Investors as held by Investors, (iii) WEM-FUR Investors LLC ("WEM") beneficially owns 1,621,733 shares of Beneficial Interest and (iv) Mr. Ashner owns 1,282,518 of the shares beneficially owned by WEM. The shares held by Investors are subject to distribution to its members at any time upon request of such member. This statement is filed as a joint report pursuant to Rule 16a-3(j) promulgated under the Securities Exchange Act of 1934 (the "Act") by the undersigned Reporting Persons. FUR Investors LLC, by Michael Ashner, authorized signatory 2013-10-03 FUR Holdings LLC, by Michael Ashner, authorized signatory 2013-10-03 WEM-FUR Investors LLC, by Michael Ashner, authorized signatory 2013-10-03 Michael L. Ashner 2013-10-03