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    SEC Form SC 13G/A filed by Whitestone REIT (Amendment)

    4/2/24 11:36:59 AM ET
    $WSR
    Real Estate Investment Trusts
    Real Estate
    Get the next $WSR alert in real time by email
    SC 13G/A 1 mcbpr_sch13ga1.htm AMENDMENT #1 TO FORM SC13G

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    Schedule 13G/A

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
    AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

    (Amendment No. 1)*

     

    WHITESTONE REIT

     

    (Name of Issuer)

     

    Common Stock, $0.001 par value per share

    (Title of Class of Securities)

     

    966084204

    (CUSIP Number)

     

    March 28, 2024

    (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)

     

    ☐ Rule 13d-1(d)

     

    (Page 1 of 6 Pages)

    ____________________

    *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 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.

     

     

     

       

     

     

    CUSIP NO. 966084204

    13-G/A

    Page 2 of 6

     

    1

    NAME OF REPORTING PERSON

    MCB PR Capital 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


    0

    6

    SHARED VOTING POWER

     

    2,490,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”).

     

    MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.

     

    P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.

     

    7 SOLE DISPOSITIVE POWER

    0
    8 SHARED DISPOSITIVE POWER

    See response to row 6.

     

    9

    AGGREGATE AMOUNT BENEFICIALLY OWND BY EACH REPORTING PERSON

     
    2,490,000 shares of Common Stock

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

    ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    4.98% (See Item 4)

     
    12

    TYE OF REPORTING PERSON

    OO

     

     

     

     

       

     

     

    CUSIP NO. 966084204

    13-G/A

    Page 3 of 6

     

    1

    NAME OF REPORTING PERSON

     
    MCB Acquisitions Manager LLC

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a)    ¨

    (b)    ¨

    3

    SEC USE ONLY

     

    4 CITIZENSHIP OR PLACE OF ORGANIZATION

    Maryland

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING
    PERSON
    WITH

     

     

     

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER


    2,490,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”).

     

    MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.

     

    P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.

    7 SOLE DISPOSITIVE POWER

    0
    8 SHARED DISPOSITIVE POWER

    See response to row 6.

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    2,490,000 shares of Common Stock

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

    ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

    4.98% (See Item 4)

     
    12

    TYPE OF REPORTING PERSON

     

    OO

     

     

     

     

       

     

     

    CUSIP NO. 966084204

    13-G/A

    Page 4 of 6

     

    1

    NAME OF REPORTING PERSON

     

    P. David Bramble

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a)    ¨

    (b)    ¨

    3

    SEC USE ONLY

     


    4 CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING
    PERSON
    WITH

     

     

     

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER


    2,490,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”).

     

    MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.

     

    P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.

    7 SOLE DISPOSITIVE POWER

    0
    8

    SHARED DISPOSITIVE POWER


    See response to row 6.

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,490,000 shares of Common Stock

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

    ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

    4.98% (See Item 4)

     
    12

    TYPE OF REPORTING PERSON

     

    IN

     

     

     

     

       

     

     

    CUSIP NO. 966084204

    13-G/A

    Page 5 of 6

     

    This Amendment No. 1 (this “Amendment No. 1”) amends and restates Items 4 and 5 of the statement on Schedule 13G originally filed by the Reporting Persons on February 7, 2024 (the "Original Schedule 13G" and, together with the Original Schedule 13G, the “Schedule 13G”), in its entirety, with respect to the Common Stock, par value $0.001 per share, of Whitestone REIT (the “Company”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13G.

     

    This Amendment No. 1 constitutes an “exit filing” for the Reporting Persons.

     

    ITEM 4.

    OWNERSHIP


    The information required for each Reporting Person by Item 4 is set forth in Rows 5 - 11 on pages 2, 3 and 4 of this Amendment No. 1 and is incorporated herein by reference, respectively, for each Reporting Person.


    The information with respect to the percentage of the outstanding shares of Common Stock of the Issuer beneficially owned by each Reporting Person is calculated based on the last reported outstanding share information for the Issuer from its Annual Report on Form 10-K for the year ended December 31, 2023.

     

    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:             ☒

     

     

     

     

       

     

     

    CUSIP NO. 966084204

    13-G/A

    Page 6 of 6

     

    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.

     

      April 2, 2024
      (Date)
       
       
      /s/ P. David Bramble
     

    David Bramble, Individually, and

     

    On behalf of MCB Acquisitions Manager LLC, as the sole member of MCB Acquisitions Manager LLC

     

    On behalf of MCB PR Capital LLC, as the sole manager of MCB PR Capital LLC

       

     

     

     

     

     

     

     

     

     

     

     

     

     

       

     

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