SEC Form SC 13D/A filed by Presidio Property Trust Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Presidio Property Trust, Inc.

(Name of Issuer)

Series A Common Stock, $0.01 par value per share

(Title of Class of Securities)

74102L303

(CUSIP Number)

BRENT MORRISON

ZUMA CAPITAL MANAGEMENT, LLC

3766 Donaldson Drive

Chamblee, Georgia 30341

(310) 989-6705

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 13, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

1              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).

* Includes 80,765 Shares (as defined in Item 1) underlying the Warrants (as defined in Item 3).

* Includes 80,765 Shares (as defined in Item 1) underlying the Warrants (as defined in Item 3).

* Includes 105,912 Shares (as defined in Item 1) underlying the Warrants (as defined in Item 3).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On March 13, 2024, the Reporting Persons issued a press release and open letter to the Issuer’s stockholders (the “March 13 Letter”) announcing their nomination of five highly qualified, independent candidates, Reuben Berman, Stefani Carter, Vito Garfi, Brent Morrison and Elena Piliptchak, for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). In the March 13 Letter, the Reporting Persons detail why they believe the Board must be refreshed to restore accountability, drive stockholder value and execute a turnaround at the Issuer. Additionally, in the March 13 Letter, the Reporting Persons explain that the market undervalues the Issuer's assets, as reflected by its current stock price, and that the value disconnect derives from the potential conflicts of interest between the Issuer and CEO and Chairman of the Board Jack Heilbron’s external business interests. Further, in the March 13 Letter, the Reporting Persons criticize the Board’s recent approval of various long-term employment contracts with the Issuer’s executives in an apparent reactionary response to legitimate stockholder feedback.

The foregoing description of the March 13 Letter does not purport to be complete and is qualified in its entirety by reference to the March 13 Letter, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 13, 2024