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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
CHAI TRUST CO LLC | Member of 10% Owner Group | |||
KMJZ Investments, L.L.C. | Member of 10% Owner Group | |||
SAMSTOCK ALPHA LLC | Member of 10% Owner Group | |||
SAMSTOCK SIT LLC | Member of 10% Owner Group | |||
SAMSTOCK ZFT LLC | Member of 10% Owner Group | |||
SZ Intervivos QTIP Trust | Member of 10% Owner Group | |||
These shares of Common Stock are owned directly by KMJZ Investments, L.L.C., a Delaware limited liability company, which is owned by various trusts established for the benefit of Samuel Zell and members of his family (collectively, the "Zell Family"). The trustee of such trusts is Chai Trust Company, L.L.C., an Illinois limited liability company ("Chai Trust"). | |
These shares of Common Stock are owned directly by Samstock/Alpha, L.L.C., a Delaware limited liability company, whose sole member is a partnership owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. | |
These shares of Common Stock are owned directly by Samstock/SIT, L.L.C., a Delaware limited liability company, whose sole member is a trust established for the benefit of the Zell Family, the trustee of which is Chai Trust. | |
These shares of Common Stock are owned directly by Samstock/ZFT, L.L.C., a Delaware limited liability company, whose sole member is a partnership owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. | |
These shares of Common Stock are owned directly by SZ Intervivos QTIP Trust, a trust organized in Illinois established for the benefit of the Zell Family and the Zell Family Foundation. The trustee of SZ Intervivos QTIP Trust is Chai Trust. | |
In connection with the proposed acquisition of Issuer, each of the Reporting Persons (except for Chai Trust) has entered into a voting and support agreement. As a result of entering into the voting and support agreement, each such Reporting Person may be deemed to be part of a "group" with the other parties to the voting and support agreement. As a member of a group, each such Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by the members of the group as a whole. Except as otherwise disclosed herein, each such Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock beneficially owned by other members of the group. |
| Signatures | ||
KMJZ INVESTMENTS, L.L.C., /s/ Philip G. Tinkler, Vice President | 11/12/2019 | |
SAMSTOCK/ALPHA, L.L.C., /s/ Philip G. Tinkler, Vice President | 11/12/2019 | |
SAMSTOCK/SIT, L.L.C., /s/ Philip G. Tinkler, Vice President | 11/12/2019 | |
SAMSTOCK/ZFT, L.L.C., /s/ Philip G. Tinkler, Vice President | 11/12/2019 | |
SZ INTERVIVOS QTIP TRUST, By: Chai Trust Company, LLC, /s/ Philip G. Tinkler, CFO | 11/12/2019 | |
CHAI TRUST COMPANY, L.L.C., /s/ Philip G. Tinkler, CFO | 11/12/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||