SC 13G/A 1 efc6-0531_5832891fmsc13g.txt UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Acadia Realty Trust ---------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, par value $.001 per share ---------------------------------------- (Title of Class of Securities) 004239109 -------------- (CUSIP Number) December 31, 2005 ----------------------- (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) [ ] 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). CUSIP No. 027118108 1. Names of Reporting Persons. Cliffwood Partners LLC I.R.S. Identification Nos. of above persons (entities only): 95-4648555 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States Number of 5. Sole Voting Power None Shares Beneficially 6. Shared Voting Power 1,662,800 Owned by Each Reporting 7. Sole Dispositive Power None Person With 8. Shared Dispositive Power 1,662,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.27% 12. Type of Reporting Person IA 2 1. Names of Reporting Persons. Cliffwood Value Equity Fund, L.P. I.R.S. Identification Nos. of above persons (entities only): 95-4817104 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States Number of 5. Sole Voting Power None Shares Beneficially 6. Shared Voting Power 1,662,800 Owned by Each Reporting 7. Sole Dispositive Power None Person With 8. Shared Dispositive Power 1,662,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.27% 12. Type of Reporting Person PN 3 1. Names of Reporting Persons. Cliffwood Value Equity Fund II, L.P. I.R.S. Identification Nos. of above persons (entities only): 57-1186067 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States Number of 5. Sole Voting Power None Shares Beneficially 6. Shared Voting Power 1,662,800 Owned by Each Reporting 7. Sole Dispositive Power None Person With 8. Shared Dispositive Power 1,662,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.27% 12. Type of Reporting Person PN 4 1. Names of Reporting Persons. Cliffwood Absolute Return Strategy Ltd. I.R.S. Identification Nos. of above persons (entities only): N/A 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands, British West Indies Number of 5. Sole Voting Power None Shares Beneficially 6. Shared Voting Power 1,662,800 Owned by Each Reporting 7. Sole Dispositive Power None Person With 8. Shared Dispositive Power 1,662,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.27% 12. Type of Reporting Person OO 5 1. Names of Reporting Persons. Cliffwood Absolute Return Strategy, L.P. I.R.S. Identification Nos. of above persons (entities only): 95-4789951 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States Number of 5. Sole Voting Power None Shares Beneficially 6. Shared Voting Power 1,662,800 Owned by Each Reporting 7. Sole Dispositive Power None Person With 8. Shared Dispositive Power 1,662,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.27% 12. Type of Reporting Person PN 6 13. Names of Reporting Persons. Cliffwood Value Equity / WB Fund, L.P. I.R.S. Identification Nos. of above persons (entities only): 20-3036834 14. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 15. SEC Use Only 16. Citizenship or Place of Organization Delaware, United States Number of 17. Sole Voting Power None Shares Beneficially 18. Shared Voting Power 1,662,800 Owned by Each Reporting 19. Sole Dispositive Power None Person With 20. Shared Dispositive Power 1,662,800 21. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800 22. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 23. Percent of Class Represented by Amount in Row (9) 5.27% 24. Type of Reporting Person PN 7 Item 1(a) Name of Issuer: Acadia Realty Trust Item 1(b) Address of Issuer's Principal Executive Offices: 1311 Mamaroneck Avenue Suite 260 White Plains, NY 10605 Item 2(a) Name of Person Filing Item 2(b) Address of Principal Business Office or, if None, Residence Item 2(c) Citizenship Cliffwood Partners LLC 11726 San Vicente Blvd. #600 Los Angeles, CA 90049 Delaware limited liability company Cliffwood Value Equity Fund, L.P. c/o Cliffwood Partners LLC 11726 San Vicente Blvd. #600 Los Angeles, CA 90049 Delaware limited partnership Cliffwood Value Equity Fund II, L.P. c/o Cliffwood Partners LLC 11726 San Vicente Blvd. #600 Los Angeles, CA 90049 Delaware limited partnership Cliffwood Absolute Return Strategy Ltd. c/o CITCO Fund Services (Cayman Islands) Limited P.O. Box 31106 SMB Regatta Office Park West Bay Road Grand Cayman, Cayman Islands Cayman Islands exempted company Cliffwood Absolute Return Strategy, L.P. c/o Cliffwood Partners LLC 11726 San Vicente Blvd. #600 Los Angeles, CA 90049 Delaware limited partnership Cliffwood Value Equity / WB Fund, L.P. c/o Cliffwood Partners LLC 11726 San Vicente Blvd. #600 Los Angeles, CA 90049 Delaware limited partnership 8 Item 2(d) Title of Class of Securities: Common Stock, $.01 par value per share Item 2(e) CUSIP Number: 004239109 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a)[ ] Broker or dealer registered under Section 15 of the Exchange Act. (b)[ ] Bank as defined inSection 3(a)(6) of the Exchange Act. (c)[ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d)[ ] Investment company registered under Section 8 of the Investment Company Act. (e)[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f)[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g)[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h)[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i)[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership: Cliffwood Partners LLC Cliffwood Value Equity Fund, L.P. Cliffwood Value Equity Fund II, L.P. Cliffwood Absolute Return Strategy Ltd. Cliffwood Absolute Return Strategy, L.P. Cliffwood Value Equity/WB Fund, L.P. Oregon Public Employees' Retirement Fund Swarthmore College 1199 Health Care Employees' Pension Fund The Common Fund Guggenheim Trust Company a. Amount beneficially owned: Cliffwood Value Equity Fund, L.P. beneficially owns 649,500 shares of common stock; Cliffwood Value Equity Fund II, L.P. beneficially owns 18,300 shares of common stock; Cliffwood Absolute Return Strategy Ltd. beneficially owns 42,200 shares of common stock; Cliffwood Absolute Return Strategy, L.P. beneficially owns 231,700 shares of common stock; Cliffwood Value Equity / WB Fund, L.P. beneficially owns 138,300 shares of common stock; Oregon Public Employees Retirement Fund beneficially owns 214,400 shares of common stock (through an account managed by Cliffwood Partners LLC); Swarthmore College beneficially owns 91,600 shares of common stock (through an account managed by Cliffwood Partners LLC); 1199 Health Care Employees' Retirement Fund beneficially owns 97,300 9 shares of common stock (through an account managed by Cliffwood Partners LLC; The Common Fund beneficially owns 75,600 shares of common stock (through an account managed by Cliffwood Partners LLC) and Guggenheim Trust Company beneficially owns 103,900 shares of common stock for an aggregate total of 1,662,800 shares of common stock. b. Percent of Class: 5.27% of the aggregate outstanding shares of that class based upon information provided by Acadia Realty Trust in its most recently filed quarterly report on form 10-Q which stated that there were approximately 31,541,175 common shares of beneficial interest outstanding as of November 8, 2005. The sole power to vote or direct the vote of the entire shareholding and the sole power to dispose of or direct the disposal of the entire shareholding has been delegated to Cliffwood Partners LLC for each of Cliffwood Value Equity Fund, L.P., Cliffwood Value Equity Fund II, L.P., Cliffwood Absolute Return Strategy Ltd., Cliffwood Absolute Return Strategy, L.P., Cliffwood Value Equity / WB Fund L.P., Oregon Public Employees' Retirement Fund's managed account, Swarthmore College's managed account, 1199 Health Care Employees' Retirement Fund's managed account, The Common Fund's managed account and Guggenheim Trust Company's managed account. Item 5. Ownership of Five Percent or Less of a Class: Not applicable 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 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. 10 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 14, 2006 ----------------- Date /s/ Carl B. Tash ---------------------- Carl B. Tash, CEO CLIFFWOOD PARTNERS LLC /s/ Carl B. Tash ------------------------------------ Carl B. Tash, CEO CLIFFWOOD VALUE EQUITY FUND, L.P. By: Cliffwood Partners LLC, its general partner /s/ Carl B. Tash -------------------------------------- Carl B. Tash, CEO CLIFFWOOD VALUE EQUITY FUND II, L.P. By: Cliffwood Partners LLC, its general partner /s/ Carl B. Tash -------------------------------------- Carl B. Tash, CEO CLIFFWOOD ABSOLUTE RETURN STRATEGY LTD. By: Cliffwood Partners LLC, as investment manager /s/ Carl B. Tash -------------------------------------- Carl B. Tash, CEO CLIFFWOOD ABSOLUTE RETURN STRATEGY, L.P. By: Cliffwood Partners LLC, its general partner /s/ Carl B. Tash -------------------------------------- Carl B. Tash, CEO CLIFFWOOD VALUE EQUITY/WB FUND, L.P. By: Cliffwood Partners LLC, its general partner /s/ Carl B. Tash -------------------------------------- Carl B. Tash, CEO 11