SEC Form SC 13D/A filed by New York City REIT Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
| New York City REIT, Inc. |
| (Name of Issuer) |
| Class A common stock, $0.01 par value per share |
| (Title of Class of Securities) |
| 649439205 |
| (CUSIP Number) |
|
Michael R. Anderson General Counsel Bellevue Capital Partners, LLC 222 Bellevue Avenue Newport, RI 02840 212-415-6500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 3, 2023 |
| (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 which 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 649439205 | SCHEDULE 13D | Page 2 of 12 |
| 1 |
NAME OF REPORTING PERSON
Bellevue Capital Partners, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
3,298,028 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
3,298,028 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,298,028 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 3 of 12 |
| 1 |
NAME OF REPORTING PERSON
AR Global Investments, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,163,941 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,163,941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,941 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 4 of 12 |
| 1 |
NAME OF REPORTING PERSON
American Realty Capital III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,163,941 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,163,941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,941 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 5 of 12 |
| 1 |
NAME OF REPORTING PERSON
New York City Special Limited Partnership, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,163,941 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,163,941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,941 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 6 of 12 |
| 1 |
NAME OF REPORTING PERSON
New York City Advisors, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,163,941 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,163,941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,941 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 7 of 12 |
| 1 |
NAME OF REPORTING PERSON
Nicholas S. Schorsch |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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 of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
3,417,932 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
3,417,932 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,932 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 8 of 12 |
| 1 |
NAME OF REPORTING PERSON
Edward M. Weil, Jr. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
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 of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
12,210 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
12,210 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,210 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 649439205 | SCHEDULE 13D | Page 9 of 12 |
Item 1. Security and Issuer.
This Amendment No. 10 (the “Amendment”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 11, 2022 relating to the shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of New York City REIT, Inc., a Maryland corporation (the “Issuer”), as subsequently amended (the “Schedule 13D”). Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented by inserting the following information:
New York City Advisors
On January 3, 2023, New York City Advisors received from the Issuer 251,256 shares of Class A Common Stock in lieu of approximately $500,000 of fees payable on such date to New York City Advisors pursuant to the Advisory Agreement. All such shares were issued by the Issuer pursuant to the 2020 Advisor Omnibus Incentive Compensation Plan of the Issuer.
| CUSIP No. 649439205 | SCHEDULE 13D | Page 10 of 12 |
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented by incorporating by reference the information set forth in Item 3 above.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and supplemented by incorporating by reference the information set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 15,357,950 outstanding shares of Class A Common Stock as of January 3, 2023.
| CUSIP No. 649439205 | SCHEDULE 13D | Page 11 of 12 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 5, 2023
| BELLEVUE CAPITAL PARTNERS, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: General Counsel |
|||
Dated: January 5, 2023
| AR GLOBAL INVESTMENTS, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: General Counsel |
|||
Dated: January 5, 2023
| AMERICAN REALTY CAPITAL III, LLC | |||
| By: | AR GLOBAL INVESTMENTS, LLC, its sole member | ||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: General Counsel |
|||
Dated: January 5, 2023
| NEW YORK CITY SPECIAL LIMITED PARTNERSHIP, LLC | |||
| By: | AMERICAN REALTY CAPITAL III, LLC, its sole member | ||
| By: | AR GLOBAL INVESTMENTS, LLC, its sole member | ||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: General Counsel |
|||
| CUSIP No. 649439205 | SCHEDULE 13D | Page 12 of 12 |
Dated: January 5, 2023
| NEW YORK CITY ADVISORS, LLC | |||
| By: | /s/ Edward M. Weil, Jr. | ||
|
Name: Edward M. Weil, Jr. Title: Chief Executive Officer |
|||
Dated: January 5, 2023
| NICHOLAS S. SCHORSCH | |||
| By: | /s/ Michael R. Anderson | ||
| Name: Michael R. Anderson, as Attorney-in-Fact | |||
Dated: January 5, 2023
| EDWARD M. WEIL, JR. | |||
| By: | /s/ Michael R. Anderson | ||
| Name: Michael R. Anderson, as Attorney-in-Fact | |||