SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Scully Royalty Ltd. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| G7T96K107 | ||
| (CUSIP Number) |
| Neil S. Subin, 2336 SE Ocean Blvd., Suite 400, Stuart, Florida 34996 (Tel.) (561) 287-5399 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| September 30, 2024 | ||
| (Date of Event which Requires Filing of 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), 13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
(Continued on following pages)
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Neil S. Subin |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF-AF-OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
2,008,407(1) | |
| 9 | SOLE DISPOSITIVE POWER
0(1) | |
| 10 | SHARED DISPOSITIVE POWER
2,008,407(1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,008,407(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%(2) |
| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | Represents (i) 48,483 shares of common stock owned of record by MILFAM LLC; (ii) 31,033 shares of common stock owned of record by Catherine C. Miller Irrevocable Trust dtd 3/26/91; (iii) 44,911 shares of common stock owned of record by Catherine C Miller Trust A-3; (iv) 215,042 shares of common stock owned of record by Catherine C Miller Revocable Trust; (v) 20,658 shares of common stock owned of record by Kimberley S. Miller GST Trust dtd 12/17/1992; (vi) 188,687 shares of common stock owned of record by LIMFAM LLC; (vii) 163,005 shares of common stock owned of record by LIM III Estate LLC; (viii) 64,715 shares of common stock owned of record by Lloyd I. Miller Trust A-1; (ix) 28,355 shares of common stock owned of record by Catherine C Miller Estate; (x) 5,330 shares of common stock owned of record by Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; (xi) 32,693 shares of common stock owned of record by Miller Great Grandchildren Trust; (xii) 176,735 shares of common stock owned of record by Susan F. Miller Spousal Trust A-4; (xiii) 176,734 shares of common stock owned of record by Miller Family Education and Medical Trust; (xiv) 150,282 shares of common stock owned of record by MILFAM I L.P.; (xv) 428,563 shares of common stock owned of record by MILFAM II L.P.; (xvi) 26,611 shares of common stock owned of record by MILFAM III LLC; (xvii) 40,250 shares of common stock owned of record by Susan F. Miller; and (xviii) 166,320 shares of common stock owned of record by Alimco Re Ltd. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xviii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein. |
| (2) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
2
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
MILFAM LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF-AF-OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
2,008,407(1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
2,008,407(1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,008,407(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%(2) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | Represents (i) 44,911 shares of common stock owned of record by Catherine C Miller Trust A-3; (ii) 215,042 shares of common stock owned of record by Catherine C Miller Revocable Trust; (iii) 188,687 shares of common stock owned of record by LIMFAM LLC; (iv) 163,005 shares of common stock owned of record by LIM III Estate LLC; (v) 64,715 shares of common stock owned of record by Lloyd I. Miller Trust A-1; (vi) 176,735 shares of common stock owned of record by Susan F. Miller Spousal Trust A-4; (vii) 176,734 shares of common stock owned of record by Miller Family Education and Medical Trust; (viii) 150,282 shares of common stock owned of record by MILFAM I L.P.; (ix) 428,563 shares of common stock owned of record by MILFAM II L.P.; (x) 26,611 shares of common stock owned of record by MILFAM III LLC; (xi) 48,483 shares of common stock owned of record by MILFAM LLC; (xii) 166,320 shares of common stock owned of record by Alimco Re Ltd.; (xiii) 28,355 shares of common stock owned of record by Catherine C Miller Estate; (xiv) 31,033 shares of common stock owned of record by Catherine C. Miller Irrevocable Trust dtd 3/26/91; (xv) 20,658 shares of common stock owned of record by Kimberley S. Miller GST Trust dtd 12/17/1992; (xvi) 32,693 shares of common stock owned of record by Miller Great Grandchildren Trust; (xvii) 5,330 shares of common stock owned of record by Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; and (xviii) 40,250 shares of common stock owned of record by Susan F. Miller. MILFAM LLC serves as manager, general partner, or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (xviii) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
3
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Alimco Re Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Islands of Bermuda |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
166,320 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
166,320 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,320 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
4
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Catherine C. Miller Irrevocable Trust dtd 3/26/91 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
31,033 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
31,033 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,033 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
5
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Catherine C Miller Trust A-3 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
44,911 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
44,911 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,911 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
6
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Catherine C Miller Revocable Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
215,042 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
215,042 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,042 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
7
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Kimberley S. Miller GST Trust dtd 12/17/1992 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
20,658 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
20,658 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,658 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
8
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
LIMFAM LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
188,687 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
188,687 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,687 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
9
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
LIM III Estate LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
163,005 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
163,005 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,005 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
10
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Lloyd I. Miller Trust A-1 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
64,715 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
64,715 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,715 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
11
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Catherine C Miller Estate |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
28,355 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
28,355 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,355 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
12
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,330 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,330 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,330 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
13
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Miller Great Grandchildren Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
32,693 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
32,693 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,693 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
14
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Susan F. Miller Spousal Trust A-4 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
176,735 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
176,735 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,735 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
15
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Miller Family Education and Medical Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
176,734 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
176,734 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,734 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
16
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
MILFAM I L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
150,282 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
150,282 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,282 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%(1) |
| 14 | TYPE OF REPORTING PERSON
PN |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
17
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
MILFAM II L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
428,563 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
428,563 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,563 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%(1) |
| 14 | TYPE OF REPORTING PERSON
PN |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
18
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
MILFAM III LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
26,611 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
26,611 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,611 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
19
| CUSIP No. | G7T96K107 |
| 1 | NAME OF REPORTING PERSON
Susan F. Miller |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
40,250 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
40,250 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,250 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1) |
| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
20
EXPLANATORY NOTE
This Amendment No.1 to Schedule 13D (“Amendment No.1”) amends and supplements the Schedule 13D filed by the Reporting Persons on December 11, 2023 (the “Original Schedule 13D”), to update the amount and percentage of common stock beneficially owned by Neil S. Subin and MILFAM LLC. On September 30, 2024, MILFAM LLC entered into a Services Agreement with Alimco Re Ltd. (“Alimco”), pursuant to which MILFAM will serve as the investment advisor to Alimco, and have investment power over the common stock held by Alimco, as reported on the Original Schedule 13D. As a result, the common stock held by Alimco are now aggregated with and into the total amount of common stock held by (1) MILFAM LLC, as the entity that has investment power, and (2) Neil S. Subin, as the President and Manager of MILFAM LLC. As a result of the passing of Catherine C Miller and certain services agreements between Neil S. Subin and entities formerly managed or advised by the late Lloyd I. Miller, III, certain disclosures regarding the entities whose common stock are beneficially owned by Neil S. Subin and MILFAM LLC have also changed.
Rows (8), (10), (11), (13), and footnote (1) of the cover pages of Neil S. Subin and MILFAM LLC, respectively, to this Amendment No.1 are amended and updated to reflect the aforementioned changes. The relevant footnote to each Reporting Person has also been updated to reflect that the percentage reported in this Amendment No.1 is based upon 14,822,251 shares of Scully Royalty Ltd. (the “Issuer”) common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). Except as modified in the cover pages and below, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D, which remains unchanged.
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Introduction
Introduction of the Original Schedule 13D is amended as follows:
This Schedule 13D is filed with the SEC on behalf of (i) Neil S. Subin; (ii) MILFAM LLC; (iii) Alimco Re Ltd., (“Alimco Re”); (iv) Catherine C. Miller Irrevocable Trust dtd 3/26/91; (v) Catherine C Miller Trust A-3; (vi) Catherine C Miller Revocable Trust; (vii) Kimberley S. Miller GST Trust dtd 12/17/1992; (viii) LIMFAM LLC; (ix) LIM III Estate LLC; (x) Lloyd I. Miller Trust A-1; (xi) Catherine C Miller Estate; (xii) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; (xiii) Miller Great Grandchildren Trust; (xiv) Susan F. Miller Spousal Trust A-4; (xv) Miller Family Education and Medical Trust (xvi) MILFAM I L.P.; (xvii) MILFAM II L.P.; (xviii) MILFAM III LLC; and (xix) Susan F. Miller (each person and entity named in items (i) through (xix), collectively, the “Reporting Persons”, the entities named in items (iv) through (xviii) together, the “Miller Entities”) relating to the common stock of the Issuer.
Item 2. Identity and Background
(a), (b), (c) and (f) of Item 2 of the Original Schedule 13D are amended as follows:
(a), (b), (c) and (f). This statement is filed by:
(i) Mr. Subin, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Subin is a United States citizen.
(ii) MILFAM LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM LLC is managing and investing assets held, among others, by or on behalf of or for the benefit of, and advising, certain of the Miller Entities and other entities. MILFAM LLC is a limited liability company formed under the laws of Delaware. Mr. Subin is the manager of MILFAM LLC.
(iii) Alimco Re Ltd, whose principal executive offices are located at c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue,, Hamilton HM 11, Bermuda. The principal business of Alimco Re Ltd is reinsurance. Alimco Re Ltd is a corporation formed under the laws of the Islands of Bermuda.
22
(iv) Catherine C. Miller Irrevocable Trust dtd 3/26/91, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C. Miller Irrevocable Trust dtd 3/26/91 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Catherine C. Miller Irrevocable Trust dtd 3/26/91.
(v) Catherine C Miller Trust A-3, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-3 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller Trust A-3.
(vi) Catherine C Miller Revocable Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Revocable Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the co-Trustee of the Catherine C Miller Revocable Trust.
(vii) Kimberley S. Miller GST Trust dtd 12/17/1992, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Kimberley S. Miller GST Trust dtd 12/17/1992 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Kimberley S. Miller GST Trust dtd 12/17/1992.
(viii) LIMFAM LLC, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIMFAM LLC is to hold investments. LIMFAM LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIMFAM LLC.
(ix) LIM III Estate LLC, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIM III Estate LLC is to hold investments. LIM III Estate LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIM III Estate LLC.
(x) Lloyd I. Miller Trust A-1, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller Trust A-1 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller Trust A-1.
(xi) Catherine C Miller Estate, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is applicable, Catherine C Miller Estate is a United States citizen.
(xii) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91.
(xiii) Miller Great Grandchildren Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Great Grandchildren Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Miller Great Grandchildren Trust.
(xiv) Susan F. Miller Spousal Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Susan F. Miller Spousal Trust A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Susan F. Miller Spousal Trust A-4.
23
(xv) Miller Family Education and Medical Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Family Education and Medical Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Miller Family Education and Medical Trust.
(xvi) MILFAM I L.P, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM I L.P. is as an investment fund. MILFAM I L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM I L.P.
(xvii) MILFAM II L.P., whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM II L.P. is as an investment fund. MILFAM II L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM II L.P.
(xviii) MILFAM III LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM III LLC is as an investment fund. MILFAM III LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of MILFAM III LLC.
(xix) Susan F. Miller, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller’s principal occupation is homemaker. Ms. Miller is a United States citizen.
Additional Information
The names, addresses and principal occupations of each of Alimco Re’s executive officers and board of directors and any other persons ultimately in control of those entities are set forth below.
Alimco Re Ltd
John Christopher Dougherty, Chief Executive Officer, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. Mr. Dougherty’s principal occupation is management of Alimco and its subsidiaries. Mr. Dougherty, is a United States citizen.
Jonathan Marcus, Director, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.. Mr. Marcus’ principal occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.
Gregory Tyers, Director, whose principal business address is Cumberland House, 6th Floor, 1 Victoria Street, Hamilton, HM11, Bermuda. Mr. Tyers’ principal occupation is as Director of Strategic Risk Solutions (Bermuda) Limited , an Insurance Management firm headquartered in Bermuda. Mr. Tyers is a UK citizen.
Dennis Johnson, Director, whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.. Mr. Johnson’s principal occupation is as an advisor to the insurance industry. Mr. Johnson is a United States citizen.
Item 7. Materials to be Filed as Exhibits:
Item 7 of the Original Schedule 13D is amended as follows:
| Exhibit 1 | Joint Filing Agreement, dated October 8, 2024. |
24
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: October 8, 2024
| /s/ Neil S. Subin | ||
| Neil S. Subin | ||
| MILFAM LLC | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
| ALIMCO RE LTD. | ||
| By: | /s/ J Christopher Dougherty | |
| Name: | J Christopher Dougherty | |
| Title: | CEO | |
| CATHERINE C. MILLER IRREVOCABLE TRUST DTD 3/26/91 | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| CATHERINE C. MILLER TRUST A-3 | ||
| By: | MILFAM LLC | |
| Its: | Investment Advisor | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
25
| Catherine C Miller Revocable Trust | ||
| By: | MILFAM LLC | |
| Its: | Investment Advisor | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
| KIMBERLEY S. MILLER GST TRUST DTD 12/17/1992 | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| LIMFAM LLC | ||
| By: | MILFAM LLC | |
| Its: | Manager | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
| LIM III ESTATE LLC | ||
| By: | MILFAM LLC | |
| Its: | Manager | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
| LLOYD I. MILLER TRUST A-1 | ||
| By: | MILFAM LLC | |
| Its: | Investment Advisor | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
26
| CATHERINE C MILLER ESTATE | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| Miller Great Grandchildren Trust | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| SUSAN F. MILLER SPOUSAL TRUST | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| MILLER FAMILY EDUCATION AND MEDICAL TRUST | ||
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Trustee | |
| MILFAM I L.P. | ||
| By: | MILFAM LLC | |
| Its: | General Partner | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
| MILFAM II L.P. | ||
| By: | MILFAM LLC | |
| Its: | General Partner | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
27
| MILFAM III LLC | ||
| By: | MILFAM LLC | |
| Its: | Manager | |
| By: | /s/ Neil S. Subin | |
| Name: | Neil S. Subin | |
| Title: | Manager | |
| /s/ Susan F. Miller | ||
| Susan F. Miller | ||
28