UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Stratus Properties Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
863167201
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*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 the disclosures provided in a prior 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).
CUSIP No. 863167201
| (1) | Name of Reporting Person I.R.S. Identification No. of Above Person (entities only) William H. Armstrong III | ||||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | ||||||||||
| (3) | SEC Use Only | ||||||||||
| (4) | Citizenship or Place of Organization United States of America | ||||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (5) | Sole Voting Power 597,350 shares | |||||||||
| (6) | Shared Voting Power 0 shares | ||||||||||
| (7) | Sole Dispositive Power 597,350 shares | ||||||||||
| (8) | Shared Dispositive Power 0 shares | ||||||||||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 597,350 shares * | ||||||||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||||||||||
| (11) | Percent of Class Represented by Amount in Row (9) 7.45%* | ||||||||||
| (12) | Type of Reporting Person (See Instructions) IN | ||||||||||
* Based on 8,003,221 total shares outstanding as of December 31, 2023. Aggregate amount of shares beneficially owned includes 13,671 shares issuable upon the vesting of restricted stock units on February 17, 2024.
-2-
Item 1(a) Name of Issuer:
Stratus Properties Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
212 Lavaca Street
Suite 300
Austin, Texas 78701
Item 2(a) Name of Person Filing:
William H. Armstrong III
Item 2(b) Address of Principal Business Office:
212 Lavaca Street
Suite 300
Austin, Texas 78701
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e) CUSIP Number:
863167201
Item 3. If this statement is filed pursuant to §§ 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);
-3-
(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) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned 597,350 shares
(b) Percent of Class 7.45%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to
direct the vote 597,350 shares
(ii) Shared power to vote or to
direct the vote 0 shares
(iii) Sole power to dispose or to direct
the disposition of 597,350 shares
(iv) Shared power to dispose or to
direct the disposition of 0 shares
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 5 percent of the class of securities, check the following ☐ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certifications:
Not applicable.
-4-
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.
Date: February 14, 2024 By: /s/ William H. Armstrong III
William H. Armstrong III
-5-