SC 13G/A
1
13gaaca2021.txt
SCHEDULE 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Drive Shack, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
262077100
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number.
Schedule13G
CUSIP No. 262077100
1. Names of Reporting Persons.
American Assets Capital Advisers, LLC
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
6. Shared Voting Power 4,219,149*
7. Sole Dispositive Power
8. Shared Dispositive Power 4,219,149*
9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,249*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.3%
12. Type of Reporting Person IA
* American Assets Capital Advisers, LLC (AACA) is an investment adviser
registeredunder Section 203 of the Investment Advisers Act of 1940. The
securities reported in this Schedule 13G are held by the Altegris AACA
Opportunistic Real Estate Fund (RAAIX) to which AACA is the subadviser,
the Dunham Real Estate Stock Fund (DNREX), to which AACA is also the
subadviser, and one separately managed account (SMA) to which AACA
is the advisor. RAAIX and DNREX are referred to collectively as the Funds.
AACA has entered into a subadvisory agreement with Altegris Advisors, LLC
(Altegris), a subadvisory agreement with Dunham & Associates Investment
Counsel, Inc. (Dunham), and an advisory agreement with the owner of the
SMA whereby Altegris, Dunham, and the SMAs respective owners have delegated
voting authority to AACA. In its role as subadvisor to the Funds and advisor
to the SMA, AACA may possess investment power and voting power over the
securities that are owned by the Funds and the SMA and may be deemed to be the
beneficial owner of the shares of the Issuer held by the Funds and the SMA.
However, the securities reported in this schedule are owned by the Funds and
the SMAs respective owners. AACA disclaims beneficial wwnership of such
securities. In addition, the filing of this Schedule 13G shall not be construed
as an admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any
other purposes than Section 13(d) of the Securitie Exchange Act of 1934.
Schedule13G
CUSIP No. 262077100
1. Names of Reporting Persons. American Assets Investment Management, LLC
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
6. Shared Voting Power 4,219,149
7. Sole Dispositive Power
8. Shared Dispositive Power 4,219,149
9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,149
10. Check if the Aggregate Amount inRow (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.3%
12. Type of Reporting Person HC
Schedule13G
CUSIP No. 262077100
1. Names of Reporting Persons. Soledad Realty Capital, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
6. Shared Voting Power 4,219,149
7. Sole Dispositive Power
8. Shared Dispositive Power 4,219,149
9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,149
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.3%
12. Type of Reporting Person HC
Schedule13G
CUSIP No. 262077100
1. Names of Reporting Persons. Ernest S. Rady
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
6. Shared Voting Power 4,219,149
7. Sole Dispositive Power
8. Shared Dispositive Power 4,219,149
9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,149
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.3%
12. Type of Reporting Person HC
Schedule13G
CUSIP No. 262077100
1. Names of Reporting Persons. Burland B. East, III
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
6. Shared Voting Power 4,219,149
7. Sole Dispositive Power
8. Shared Dispositive Power 4,219,149
9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,149
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 6.3%
12. Type of Reporting Person IN, HC
Schedule 13G
CUSIP No. 262077100
ITEM 1.
(a) Name of Issuer: Drive Shack, Inc.
(b) Address of Issuer's Principal Executive Offices: 218 W 18th Street,
3rd Floor, New York, NY 10011
ITEM 2.
(a) Name of Person Filing: American Assets Capital Advisers, LLC
and joint filers (see Item 7)
(b) Address of Principal Business Office, or if None, Residence:
3430 Carmel Mountain Road, Suite 150, San Diego, CA 92121
(c) Citizenship: U.S.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 127537207
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a)[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)[ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C.78c);
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)[ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j)[ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)[X] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: N/A
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 4,219,149
(b) Percent of class: 6.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote: 4,219,149
(iii)Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of: 4,219,149
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following[ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
See Item 7 Exhibit attached.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company or control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
See Item 7 Exhibit attached.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed this
schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
Not Applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
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.
Februar 12, 2021
(Date)
AMERICAN ASSETS CAPITAL ADVISERS, LLC
By: __s/s___Burland B. East, III______________________________
Burland B. East, III, Chief Executive Officer
AMERICAN ASSETS INVESTMENT MANAGEMENT, LLC
By: __s/s___Ernest S. Rady_____________________________________
Ernest S. Rady, Trustee of Sole Member
SOLEDAD REALTY CAPITAL, INC.
By: __s/s___Burland B. East, III_______________________________
Burland B. East, III, President and Sole Shareholder
BURLAND B. EAST, III
__s/s___Burland B. East, III_______________________________________
ERNEST S. RADY
__s/s___Ernest S. Rady_____________________________________________
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
JOINT FILING AGREEMENT
As required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities
Exchange Act of 1934 (the 1934 Act), the undersigned (each a Filing Person),
hereby agree to file jointly a Schedule 13G and any amendments thereto
relating to the aggregate ownership by each of the Filing Persons of any
voting equity security of a class of Drive Shack, Inc. stock which is
registered pursuant to Section 12 of the 1934 Act, as amended,
and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings. Each Filing Person agrees that the information
set forth in such Schedule 13G and any amendments thereto with respect to such
Filing Person will be true, complete and correct as of the date of such
Schedule 13G or such amendment, to the best of such Filing Persons
knowledge and belief, after reasonable inquiry.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for
the completeness and accuracy of the information concerning such party
contained therein; provided, however, that each Filing Person makes no
representations as to the accuracy or adequacy of the information set
forth in the Schedule 13G or any amendments thereto with respect to any
other Filing Person. Each Filing Person shall promptly notify all of the
other Filing Persons if any of the information set forth in the Schedule
13G or any amendments thereto shall become inaccurate in any material
respect or if said person learns of information that would require an
amendment to the Schedule 13G.
IN WITNESS WHEREOF, the undersigned have set their hands
this 12th day of February, 2021.
AMERICAN ASSETS CAPITAL ADVISERS, LLC
By: __s/s__Burland B. East, III________________________
Burland B. East, III, Chief Executive Officer
AMERICAN ASSETS INVESTMENT MANAGEMENT, LLC
By: __s/s__Ernest S. Rady______________________________
Ernest S. Rady, Trustee of Managing Member
SOLEDAD REALTY CAPITAL, INC.
By: __s/s__Burland B. East, III________________________
Burland B. East, III, President
BURLAND B. EAST, III
__s/s___ Burland B. East, III__________________________
ERNEST S. RADY
__s/s___Ernest S. Rady_________________________________
ITEM 7 EXHIBIT
Pursuant to the instructions in Item 7 of Schedule 13G, the following table
lists the identity and Item 3 classification of each relevant entity/individual
that beneficially owns shares of the security class being reported on this
Schedule 13G.
Entity/Individual Item 3 Classification
American Assets Investment Management, LLC(AAIM) HC
Soledad Realty Capital, Inc.(Soledad) HC
Burland B. East, III HC
Ernest S. Rady HC
Assets Capital Advisers, LLC (AACA) IA
Mr. Burland East owns 100% of Soledad. Mr. Ernest Rady is the sole trustee of
the Ernest Rady Trust, which owns 100% of AAIM. AAIM and Soledad together
own 100% of AACA. AACA is an SEC registered investment adviser under
Section 203 of the Investment Advisers Act of 1940. The shares of
Drive Shack, Inc. covered by this report are held for the benefit of
discretionary accounts advised and/or subadvised by AACA.
The ownership breakdown of the common stock of Drive Shack, Inc. is as follows:
AAIM, Soledad, Burland East and Ernest Rady are control persons of AACA and
therefore have indirect shared investment power and indirect shared voting
power of 4,219.149 shares.
AACA has investment power and voting power over accounts that hold in
aggregate 4,219.149 shares.
No one account owns 5% or more of the shares.
