SEC Form SC 13D/A filed by Stratus Properties Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934

Oasis Management Company Ltd.

c/o Oasis Management (Hong Kong)

25/F, LHT Tower

31 Queen’s Road Central, Central

Hong Kong

Attention: Phillip Meyer

(852) 2847-7708

 

with a copy to:

 

Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: Maria Vaz Ferreira, Esq.

(212) 903-9000

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(Name, Address and Telephone Number of Person

(Page 1 of 9 Pages)

 

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This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2016 (the “Original Schedule 13D”) as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on January 13, 2017 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed with the SEC on September 23, 2020 (“Amendment No. 2”), and Amendment No. 3 to the Schedule 13D filed with the SEC on January 5, 2021 (“Amendment No. 3”, and together with the Original Schedule 13D and this Amendment No. 4, the “Schedule 13D”) with respect to the shares (“Shares”) of common stock, par value $0.01 per share, of Stratus Properties Inc., a Delaware corporation (the “Issuer”). This Amendment No. 4 is being filed to show the change in percentage of the Shares beneficially owned by each of the Reporting Persons as a result of the change in outstanding Shares of the Issuer as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023. This Amendment No. 4 also reflects the termination of the previously existing Nomination Agreement and Joint Filing Agreement with Ella Benson, pursuant to which her beneficial ownership of the Issuer’s Shares is no longer included in this Schedule 13D. This Amendment No. 4 amends Items 2, 3, 5, 6 and 7 as set forth below.

Item 2(a) - (f) of the Schedule 13D is hereby amended and restated as follows:

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

CUSIP No. 863167201

SCHEDULE 13D/A

Page 6 of 9 Pages

Item 3 of the Schedule 13D is hereby amended by the deletion of the following:

The Shares beneficially held by Ms. Benson, one of the Nominees (as defined below) were granted to her in the form of restricted stock units by the Issuer in connection with her service on the Board, from 2017 to September 18, 2020, in line with the Issuer’s typical non-employee director compensation policies.

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

Item 6 of the Schedule 13D is hereby amended and restated as follows:

Oasis II Fund entered into an agreement with each of Ms. Dotter and Mr. De La Garza Diaz (the “Nomination Agreement”) whereby, among other things, Ms. Dotter and Mr. De La Garza Diaz agreed to obtain the consent of Oasis II Fund prior to any purchase or sale of securities of the Issuer occurring prior to the termination of the Nomination Agreement. The Nomination Agreement ceased to be effective upon the conclusion of the 2021 annual meeting of stockholders of the Issuer (the “Annual Meeting”).

On January 5, 2021, Oasis Management, Oasis II Fund and Ms. Benson entered into a Joint Filing Agreement in which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement ceased to be effective upon the conclusion of the 2021 Annual Meeting.

Item 7 of the Schedule 13D is hereby amended by the deletion of the following: