0000897069-21-000269.txt : 20210610 0000897069-21-000269.hdr.sgml : 20210610 20210610091904 ACCESSION NUMBER: 0000897069-21-000269 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210610 DATE AS OF CHANGE: 20210610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIM Commercial Trust Corp CENTRAL INDEX KEY: 0000908311 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 756446078 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50769 FILM NUMBER: 211007061 BUSINESS ADDRESS: STREET 1: 17950 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 972-349-3200 MAIL ADDRESS: STREET 1: 17950 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75252 FORMER COMPANY: FORMER CONFORMED NAME: PMC COMMERCIAL TRUST /TX DATE OF NAME CHANGE: 19950111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lionbridge Capital, LP CENTRAL INDEX KEY: 0001811419 IRS NUMBER: 850704284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 MADISON AVENUE FLOOR 15 CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 646-741-2550 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE FLOOR 15 CITY: NEW YORK STATE: NY ZIP: 10021 FORMER COMPANY: FORMER CONFORMED NAME: HFZ Lionbridge LP DATE OF NAME CHANGE: 20200505 SC 13D/A 1 ccw8.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13D/A


Under the Securities Exchange Act of 1934

(Amendment No. 2)*


CIM Commercial Trust Corporation
(Name of Issuer)


Common Stock, $0.001 par value
(Title of Class of Securities)


125525584
(CUSIP Number)

Greg Morillo
c/o Lionbridge Capital I LP
600 Madison Avenue, 24th Floor
New York, New York 10022
(212) 300-8003
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a Copy to:

Robert E. Robotti
Robotti & Company, Incorporated
One Grand Central Place
60 East 42nd Street, Suite 3100
New York, NY 10165-0057
(212) 986-4800
Michael L. Ashner
Winthrop Realty Partners, L.P.
Two Liberty Square
9th Floor
Boston, MA 02109
617-570-4600


June 7, 2021
(Date of Event Which Requires Filing This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. [  ]

2 of 30
CUSIP No.:  125525584
     
                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
1.
Name of Reporting Persons
Lionbridge Capital I, LP*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
183,339
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
183,339
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
183,339
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1.23%
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

3 of 30
CUSIP No.:  125525584


1.
Name of Reporting Persons
Lionbridge Capital, LP*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
60,761
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
60,761
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
60,761
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
Less than 1%
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

4 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Lionbridge Capital GP, LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
183,339
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
183,339
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
183,339
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1.23%
14.
Type of Reporting Person
OO
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

5 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Lionbridge GP, LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
60,761
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
60,761
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
60,761
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
Less than 1%
14.
Type of Reporting Person
OO
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

6 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Lionbridge Asset Management, LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
244,100
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
244,100
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
244,100
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1.64%
14.
Type of Reporting Person
OO
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

7 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Greg Morillo*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
244,100
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
244,100
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
244,100
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1.64%
14.
Type of Reporting Person
IN, HC
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

8 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
The Ravenswood Investment Company L.P.*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
293,415
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
293,415
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
293,415
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1.98%
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

9 of 30
1.
Name of Reporting Persons
Ravenswood Investments III, L.P.*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
New York
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
174,135
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
174,135
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
174,135
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1.17%
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

10 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Ravenswood Management Company, LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
New York
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
467,550
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
467,550
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
3.15%
14.
Type of Reporting Person
HC
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

11 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Robotti & Company Advisors, LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
New York
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
467,550
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
467,550
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
3.15%
14.
Type of Reporting Person
IA, OO
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.



12 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Robotti & Company, Incorporated*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
New York
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
467,550
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
467,550
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
3.15%
14.
Type of Reporting Person
HC, OO
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.


13 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Robert E. Robotti*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
467,550
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
467,550
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
3.15%
14.
Type of Reporting Person
IN, HC
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

14 of 30
CUSIP No.:  125525584
1.
Name of Reporting Persons
Thomas D. Ferguson*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
OO
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
0%
14.
Type of Reporting Person
IN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

15 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Mark C. Gelnaw*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
OO
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
0%
14.
Type of Reporting Person
IN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.


16 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Raymond V. Marino II*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
OO
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
0%
14.
Type of Reporting Person
IN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.


17 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
John S. Moran*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
PF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
35,859
8.
Shared Voting Power
0
9.
Sole Dispositive Power
35,859
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
35,859
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
Less than 1%
14.
Type of Reporting Person
IN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.


18 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Winthrop Realty Partners, L.P.*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Maryland
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
148,976
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
148,976
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
148,976
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1%
 
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

19 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Winthrop Strategic Real Estate Fund L.P.*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
WC
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
100
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
100
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
100
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
Less than 1%
 
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.


20 of 30
CUSIP No.:  125525584

1.
Name of Reporting Persons
Winthrop Strategic Real Estate Fund GP LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
100
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
100
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
100
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
Less than 1%
 
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

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CUSIP No.:  125525584

1.
Name of Reporting Persons
Winthrop Debt Partners LLC*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____
6.
Citizen or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
100
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
100
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
100
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
Less than 1%
 
14.
Type of Reporting Person
PN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

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1.
Name of Reporting Persons
Michael L. Ashner*
2.
Check the appropriate box if a member of a group (see instructions)
(a)  [X]         (b)  [   ]
3.
SEC use only
4.
Source of Funds (see instructions)
AF
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     X
6.
Citizen or Place of Organization
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
149,076
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
149,075
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
149,076
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[   ]
13.
Percent of Class Represented by amount in Row (11)
1%
14.
Type of Reporting Person
IN
* The information relating to the Shares disclosed in this Statement is as of June 7, 2021, and is based on 14,847,742 Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act.  See Item 5 for details.

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CUSIP No.:  125525584
Explanatory Note
This filing is being made to add Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC, as a party to the 13D Group Agreement and update the holding information for Michael L. Ashner.  Except as noted herein, the information for Lionbridge Capital I, LP and its affiliates (collectively, “Lionbridge”) and The Ravenswood Investment Company L.P. and its affiliates (collectively, “Robotti”) is not being updated and remains accurate.  Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC and Winthrop Debt Partners LLC are now participants in the solicitation by Lionbridge and Robotti to elect five highly-qualified independent directors to the board of CIM Commercial Trust Corporation.  These parties are deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, by virtue of them coordinating their activities with regard to the solicitation.
The portions of the amended and restated Schedule 13D, as filed with the Securities and Exchange Commission on May 27, 2021 (the “Amended and Restated 13D”), that are not supplemented or amended below remain unchanged by the filing of this Amendment No. 2 to the Amended and Restated 13D.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated 13D.
Robotti Securities, LLC has ceased to be a reporting person, as it no longer beneficially owns any Shares.  
Item 2.
 
Identity and Background
Item 2 of the Amended and Restated 13D is hereby amended to eliminate reference to Robotti Securities LLC and supplemented as set forth below.
Winthrop Strategic Real Estate Fund, L.P., a Delaware limited partnership (“Winthrop Strategic Fund”), is a “Reporting Person” with respect to the Shares directly and beneficially owned by it. Michael L. Ashner is the ultimate control person of Winthrop Strategic Fund.
Winthrop Strategic Real Estate Fund GP LLC, a Delaware limited liability company (“Winthrop Strategic Fund GP”), is the General Partner of Winthrop Strategic Fund and is a “Reporting Person” with respect to the Shares directly and beneficially owned by Winthrop Strategic Fund.  Michael L. Ashner is the ultimate control person of Winthrop Strategic Fund GP.
Winthrop Debt Partners LLC, a Delaware limited liability company (“Winthrop Debt”), is the sole member of Winthrop Strategic Fund GP and is a “Reporting Person” with respect to the Shares directly and beneficially owned by Winthrop Strategic Fund.  Michael L. Ashner is the control person of Winthrop Debt.
The business address of each of Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt is Two Liberty Square, 9th Floor, Boston, Massachusetts 02109.
The principal business of Winthrop Strategic Fund is to invest in real estate related assets.  The principal business of Winthrop Strategic Fund GP is to serve as the general partner of Winthrop Strategic Fund.  The principal business of Winthrop Debt is to hold interests in affiliated entities that invest in real estate related assets.

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None of Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt has, during the last five years, been convicted in a criminal proceeding.
None of Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and none is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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CUSIP No.:  125525584
Item 3.
 
Source and Amount of Funds or Other Consideration
Item 3 of the Amended and Restated 13D is hereby amended to eliminate reference to Robotti Securities, LLC and supplemented as set forth below.
The Shares purchased by Winthrop Strategic Fund were purchased with working capital in open market purchases.  The aggregate purchase price of the 100 Shares beneficially owned by Winthrop Strategic Fund is approximately $1,055, including brokerage commissions.
Item 4.
 
Purpose of Transaction
Item 4 of the Amended and Restated 13D is hereby supplemented as set forth below.
On June 7, 2021, Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt entered into a Joinder Agreement to the Group Agreement, which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.
On June 9, 2021, the Reporting Persons issued a press release, which is attached hereto as Exhibit 99.8 and is incorporated herein by reference.

Item 5.
 
Interest in Securities of the Issuer.
Item 5 of the Amended and Restated 13D is hereby amended to eliminate reference to Robotti Securities, LLC and supplemented as set forth below.
As of the close of business on June 7, 2021, the aggregate percentage of Shares reported owned by Winthrop, Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt and Mr. Ashner is set forth below, and is based upon 14,847,742 Shares outstanding as of May 6, 2021, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2021.
A.
Winthrop
(a)
Winthrop directly owned 148,976 Shares.
Percentage:  1.00%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 148,976

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CUSIP No.:  125525584
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 148,976
(c)
Winthrop has not entered into any transactions in securities of the Issuer since the date of the Amended and Restated 13D.
B.
Winthrop Strategic Fund
(a)
Winthrop directly owned 148,976 Shares.
Percentage:  1.00%
(b)
1. Sole power to vote or direct vote: 0

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CUSIP No.:  125525584
2. Shared power to vote or direct vote: 148,976
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 148,976
(c)
The transactions in securities of the Issuer by Winthrop during the past 60 days are set forth below.
Where and How Transaction Effected
Amount of Securities 
Purchased
 
Price Per Share
Date of 
Purchase
Open Market Transaction
100
$10.55
06/07/2021

C.
Mr. Ashner
(a)
Mr. Ashner is an individual person who controls Winthrop and may be deemed the beneficial owner of the 149,076 Shares owned by Winthrop and Winthrop Strategic Fund.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 149,076
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 149,076
(c)
Mr. Ashner has not entered into any transactions in securities of the Issuer since the date of the Amended and Restated 13D.
        (d)
 No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

Item 6.
 
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Amended and Restated 13D is hereby supplemented as set forth below.

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On June 7, 2021, Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt entered into a Joinder Agreement to the Group Agreement, which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.

Item 7.
 
Material to be Filed as Exhibits
Item 7 of the Amended and Restated 13D is hereby amended and restated as set forth below.

Exhibit 99.1
Agreement, dated as of November 20, 2020, by and between Lionbridge Capital and Robotti Advisors - Previously Filed.

Exhibit 99.2
Joint Filing and Solicitation Agreement, dated as of December 31, 2020, by and among each of the Reporting Persons - Previously Filed.

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Exhibit 99.3    Press Release, dated January 13, 2021, and text of referenced letter to the Issuer, dated January 13, 2021 - Previously Filed.
Exhibit 99.4    Form of Indemnification Letter Agreement - Previously Filed.
Exhibit 99.5    13D Group Agreement – Previously Filed.
Exhibit 99.6    Press Release and Letter to Stockholders dated May 25, 2021 – Previously Filed.
Exhibit 99.7    Joinder Agreement to 13D Group Agreement – Filed Herewith.
Exhibit 99.8    Press Release dated June 9, 2021 – Filed Herewith.


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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date:  June 9, 2021
 
Lionbridge Capital I LP
By:  Lionbridge Capital GP, LLC, its
General Partner
 
By:   /s/ Greg Morillo
Name:  Greg Morillo
Title:  Managing Member
 
Lionbridge Capital LP
By: Lionbridge GP, LLC, its
General Partner
 
By:  /s/ Greg Morillo
Name:  Greg Morillo
Title:  Managing Member
 
Lionbridge Capital GP, LLC
 
By:  /s/ Greg Morillo
Name:  Greg Morillo
Title:  Managing Member
 
Lionbridge GP, LLC
 
By:  /s/ Greg Morillo
Name:  Greg Morillo
Title:  Managing Member
 
Lionbridge Asset Management, LLC
 
By:  /s/ Greg Morillo
Name:  Greg Morillo
Title:  Managing Member
 
 
 
 
 
 
 
Ravenswood Management Company, LLC
 
By: /s/ Robert E. Robotti
Name:  Robert E. Robotti
Title:  Managing Director
 
The Ravenswood Investment Company L.P.
By:  Ravenswood Management Company, LLC, its General Partner
 
By: /s/ Robert E. Robotti
Name:  Robert E. Robotti
Title:  Managing Director
 
Ravenswood Investments III, L.P.
By:  Ravenswood Management Company, LLC, its General Partner
 
By: /s/ Robert E. Robotti
Name:  Robert E. Robotti
Title:  Managing Director
 
Robotti & Company Advisors, LLC
 
By: /s/ Robert E. Robotti
Name:  Robert E. Robotti
Title:  President and Treasurer
 
Robotti & Company, Incorporated
 
By: /s/ Robert E. Robotti
Name:  Robert E. Robotti
Title:  President and Treasurer
 
 

   

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Winthrop Realty Partners, L.P.

By:/s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer
 
 
Winthrop Strategic Real Estate Fund, L.P.
 
By:  Winthrop Strategic Real Estate Fund GP LLC
        General Partner
 
By: Winthrop Debt Partners LLC
Sole Member
 
By:/s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer
 
Winthrop Strategic Real Estate Fund GP LLC
 
By: Winthrop Debt Partners LLC
Sole Member
 
By:/s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer
 
Winthrop Debt Partners LLC
 
By:/s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer


 
Individuals:
 
 /s/ Greg Morillo
Greg Morillo
 
 
 /s/ Robert E. Robotti
Robert E. Robotti
 
 
 /s/ Thomas D. Ferguson
Thomas D. Ferguson
 
 
 /s/ Mark C. Gelnaw
Mark C. Gelnaw
 
 
 /s/ Raymond V. Marino II
Raymond V. Marino II
 
 
 /s/ John S. Moran
John S. Moran
 
 
 /s/Michael L. Ashner
Michael L. Ashner

EX-99.7 2 ccw9.htm
EXHIBIT 99.7 
JOINDER AGREEMENT TO 13D GROUP AGREEMENT
This JOINDER AGREEMENT TO 13D GROUP AGREEMENT is being delivered to the Parties to that certain 13D Group Agreement, dated May 25, 2021 (the “Group Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Group Agreement.  The undersigned hereby join and become parties to the Group Agreement as if original signatories thereto and agree to be bound by the provisions of the Group Agreement as Parties to the Group Agreement.
Dated: June 7, 2021
Winthrop Strategic Real Estate Fund L.P.

By:  Winthrop Strategic Real Estate Fund GP LLC
        General Partner

By: Winthrop Debt Holdings LLC
Sole Member

By: /s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer

Winthrop Strategic Real Estate Fund GP LLC

By: Winthrop Debt Holdings LLC
Sole Member

By: /s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer

Winthrop Debt Holdings LLC

By:_ /s/ Michael L. Ashner
Name:  Michael L. Ashner
Title:    Chief Executive Officer
EX-99.8 3 ccw11.htm
EXHIBIT 99.8  
Lionbridge / Robotti / Winthrop Group Uncovers Serious SEC Disclosure Violations by CMCT
Reveals That CMCT Has Failed to Properly Disclose its Entrenchment-Driven 6.25% Ownership Limitation Since 2019
Claims That CMCT’s Failure to Comply with its Most Basic Corporate Disclosure Obligations under SEC Rules Renders the Current Rights Offering Illegal and Invalid
Reflective of a Continuing, Troubling Pattern by CMCT to Entrench Management and the Board While Disenfranchising Stockholders
Has Referred the Disclosure Violations to the SEC and Nasdaq for Independent Investigation

NEW YORK, June 9, 2021 – The shareholder group led by Lionbridge Capital I, LP and its affiliates, Robotti & Company, Inc. and its affiliates, and Winthrop Realty Partners, L.P. and its affiliates, who collectively own 897,085 shares, or approximately 6.0% of the outstanding shares of CIM Commercial Trust Corporation (“CMCT” or the “Company”) (NASDAQ: CMCT and TASE: CMCT-L), today issued the following statement in connection with a severe disclosure omission and debilitating material misstatements by CMCT that the group has uncovered under the rules of the Securities and Exchange Commission (the “SEC”), which serves to revoke CMCT’s Form S-3 eligibility for its current Rights Offering:
“The Company purports to have amended its Charter at some point during the fall of 2019 to decrease the beneficial ownership limitation applicable to its stockholders from 9.8% to 6.25%. As recently as June 1, 2021, CMCT disclosed in its preliminary prospectus supplement for the Rights Offering that its ‘charter prohibits any person from acquiring or holding, directly or indirectly, shares of [our] capital stock in excess of 6.25%, in number of shares or value, whichever is more restrictive.’ A beneficial ownership limitation of 6.25% under the Charter is also cited in numerous filings CMCT has made with the SEC since October 2, 2019, including its Annual Reports on Form 10-K. However, CMCT failed to disclose this purported amendment to its Charter on a Form 8-K, which is a clear requirement under SEC rules. The purpose of Form 8-K is to provide investors with real time disclosure of important corporate events. Generally, a Form 8-K must be filed with the SEC within four business days of the event that triggers disclosure. When a company amends it charter or bylaws, Item 5.03(a) of the General Instructions to Form 8-K requires that such company disclose on a Form 8-K the effective date of the amendment, and a description of the provision adopted or changed by amendment and, if applicable, the previous provision. No such disclosure has ever been made by CMCT with respect to its purported Charter amendment, despite the fact that the Company has made multiple other corporate governance disclosures on Form 8-K.”
“There is little doubt that CMCT understands that charter amendments are required to be filed on Form 8-K with the SEC: CMCT disclosed and filed two amendments to its Charter on a Form 8-K on September 6, 2019, in connection with its 1-for-3 reverse stock split and reversion of the par value of its issued and outstanding common stock to $0.001 per share. Yet, nowhere to be found among its SEC filings is any Form 8-K that discloses the Charter amendment that purportedly lowered the beneficial ownership limitation from 9.8% to 6.25%.  Similarly, we have not seen any filings made with the Maryland Department of Assessments and Taxation in connection with the purported Charter amendment.”
“A material SEC filing omission such as this, where a purported Charter amendment relates to fundamental stockholder rights and attempts to limit stockholder influence, is a grave offense. As we have informed the SEC and Nasdaq under separate cover, the consequence of these SEC disclosure violations is ineligibility to use the Company’s shelf registration on Form S-3 for the Rights Offering. To use Form S-3, a company must, among other things, have been subject to reporting under the Securities Exchange Act of 1934 for at least twelve full calendar months preceding the filing of the Form S-3 and have filed all required reports during that period. Form 8-K is required to be filed upon the occurrence of specified material events, and failure to comply with this requirement results in loss of Form S-3 eligibility. Specifically, a company’s failure to file a Form 8-K under Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, will result in Form S-3 ineligibility. We have no way of knowing the exact date of the purported Charter amendment or whether it was appropriately effected. However, because CMCT failed to file it, the Form S-3 must be declared ineffective.”
“These disclosure violations are extremely serious. Misleading stockholders with respect to material rights attached to their securities not only causes such investors to be misled, but also has a sweeping, chilling effect on the market. In our view the Company is not using the 6.25% ownership limitation to protect its REIT status, but to stifle existing and potential stockholders from participating in this flawed Rights Offering.”
“In addition to the SEC’s broad and severe enforcement options for an issuer’s failure to timely file a report on Form 8-K, there are also exchange implications for the Company under Nasdaq listing standards Rule 5250(b)(1) and Rule 5810(b). While all insufficient disclosure is reflective of inappropriate internal controls, we believe that CMCT’s failure to abide even by the most basic corporate disclosure requirements is indicative of much more pervasive governance problems and fiduciary failures at the Company.”
“We have previously detailed the many ways in which CMCT stockholders have long suffered under an unresponsive, underperforming, entrenched Board. The Board has refused to engage with us regarding our slate of five highly qualified director candidates, and is now delaying the 2021 Annual Meeting so that it can embark on a defensive, dilutive Rights Offering, with respect to which the Company’s own affiliates have been granted a waiver that privileges them with regards to oversubscription, thereby further prejudicing independent stockholders. Unfortunately, it appears that we have yet to reach the nadir of irresponsible corporate stewardship at CMCT. As it is clear to us that the Company has failed to file a required Form 8-K for its purported Charter amendment, we call on the Board to immediately cease its scorched-earth tactics and engage with us constructively to address the structural issues we have identified and work to unlock stockholder value. It is time for this Board to finally acknowledge and live up its duties to represent the best interests of the 79% majority of independent stockholders, and to stop hiding behind its obstructionist governance and policies.”
CONTACT:
Greg Morillo
Lionbridge Capital LP
Email: greg@lionbridgecap.com
Tel: (212) 300-8003

John Moran
Robotti & Company Advisors LLC
Email: moran@robotti.com
Tel: (646) 442-6702

Michael Ashner
Winthrop Realty Partners, L.P.
Email: mashner@winthropcapital.com
Tel: (516) 822-0022

Bob Marese
MacKenzie Partners, Inc.
Email: bmarese@mackenziepartners.com
Tel: (212) 929-5500

Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the “Company”).  Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the “Participants”), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters.  Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC’s web site at www.sec.gov.  The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP (“Lionbridge”), Lionbridge Capital I, LP (“Lionbridge I”), Lionbridge GP, LLC (“Lionbridge GP”) Lionbridge Capital GP, LLC (“Lionbridge I GP”), Lionbridge Asset Management, LLC (“Lionbridge AM”), The Ravenswood Investment Company L.P. (“Ravenswood I”), Ravenswood Investments III, L.P. (“Ravenswood III”), Ravenswood Management Company, LLC (“RMC”), Robotti & Company, Incorporated (“RCI”), Robotti & Company Advisors, LLC (“RCA”), Robotti Securities, LLC, Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. (“Winthrop Realty”), Winthrop Strategic Real Estate Fund, L.P. (“Winthrop Strategic Fund”), Winthrop Strategic Real Estate Fund GP LLC (“Winthrop Strategic GP”), Winthrop Debt Holdings LLC (“Winthrop Debt”), and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RCI, (a) as the parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (b) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xii) Mr. Robotti, as the Managing Director of RMC, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned directly by Ravenswood I and Ravenswood III; (xii) Mr. Robotti, as the President of RCI, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which RCA acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer; (xiv) Winthrop directly owned 148,978 shares of Common Stock; (xv) Winthrop Strategic Fund directly owned 100 shares of Common Stock; (xvi) Winthrop Strategic GP, as the General Partner of Winthrop Strategic Fund may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; (xvii) Winthrop Debt, as the sole member of Winthrop Strategic Fund GP, the General Partner of the Winthrop Strategic Fund, may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; and (xviii) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop and the Winthrop Strategic Fund.  As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock.