Amendment: SEC Form SCHEDULE 13D/A filed by Orion Properties Inc.
$ONL
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Orion Properties Inc. (Name of Issuer) |
Common Stock of Beneficial Interest, $0.001 par value per share (Title of Class of Securities) |
68629Y103 (CUSIP Number) |
Jeremy M. Traster 1010 S Federal Highway, Suite 2900 Hallandale Beach, FL, 33009 3055605236 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 68629Y103 |
| 1 |
Name of reporting person
Kawa Capital Management, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,474,027.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock of Beneficial Interest, $0.001 par value per share | |
| (b) | Name of Issuer:
Orion Properties Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2398 E. CAMELBACK ROAD, SUITE 1060, PHOENIX,
ARIZONA
, 85016. | |
Item 1 Comment:
This statement constitutes Amendment No. 2 to the Schedule 13D relating to the common shares of beneficial interest, $0.001 par value per share (the "Common Shares"), of Orion Properties Inc., a Maryland real estate investment trust (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on June 20, 2025 (as amended by Amendment No.1 filed with the SEC on July 17, 2025, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 2, the Schedule 13D remains in full force and effect. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following:
On November 17, 2025, the Reporting Person sent the notice of nomination (the "Notice of Nomination") attached hereto as Exhibit 7.03, which is incorporated herein by reference, on behalf of The Kawa Fund Limited (the "Fund"), an investment fund managed by the Reporting Person, to the Issuer setting forth its nomination of five directors for election at the Issuer's 2026 Annual Meeting of Stockholders (the "Annual Meeting") and serving as a notice of nomination in accordance with the Issuer's bylaws and Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended. The Fund requested in the Notice of Nomination that the Issuer name Dan Amer, Porter Openshaw, Isaac K. Fisher, Nirmol Roy and Andrew Gitelson in its proxy statement as nominees for election to the Issuer's board of directors at the Annual Meeting. The Fund entered into a Nomination Agreement with each of Messrs. Openshaw, Fisher, Roy and Gitelson, on November 10 2025, October 28, 2025, November 11, 2025, and October 28, 2025, respectively, a form of which is attached hereto as Exhibit 7.04 and incorporated herein by reference, pursuant to which, among other things, Messrs. Openshaw, Fisher, Roy and Gitelson each agreed to be named as a nominee in any proxy materials prepared by the Issuer or the Fund in relation to the Annual Meeting, to serve as a director of the Issuer if elected and, in such capacity, to act in the best interests of the shareholders of the Issuer and to exercise independent judgement in accordance with his fiduciary duties. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 7.03 Notice of Nomination from The Kawa Fund Limited to Orion Properties Inc. dated November 17, 2025*
Exhibit 7.04 Form of Nomination Agreement
*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Person agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. | ||
| 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.
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