Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
|
||
|
SECURITIES AND EXCHANGE COMMISSION
|
||
|
Washington, D.C. 20549
|
||
|
|
|
|
|
SCHEDULE 13D/A
|
||
|
|
|
|
|
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
||
|
|
||
|
Drive Shack Inc.
|
||
|
(Name of Issuer)
|
||
|
|
||
|
Common Stock
(Title of Class of Securities)
|
||
|
|
||
|
262077100
(CUSIP Number)
|
||
|
|
||
|
Wesley R. Edens
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
(212) 798-6100
|
||
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
||
|
|
||
|
March 12, 2020
|
||
|
(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 Rule 13d-7 for other parties
to whom copies are to be sent.
|
||
|
|
||
|
* 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).
|
||
|
CUSIP No.: 262077100
|
Page 2 of 4
|
|
1
|
NAMES OF REPORTING PERSONS
Wesley R. Edens
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
|
(a)
|
☐
|
|
||
|
|
(b)
|
☐
|
|
||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS
PF
|
||||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6
|
CITIZEN SHIP OR PLACE OF ORGANIZATION
United States of America
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,562,319
|
|||
|
8
|
SHARED VOTING POWER
17,441
|
||||
|
9
|
SOLE DISPOSITIVE POWER
8,562,319
|
||||
|
10
|
SHARED DISPOSITIVE POWER
17,441
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,579,760
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
| * |
All percentages of Common Shares (as defined below) outstanding contained herein are based on 67,070,513 Common Shares outstanding as of February 21, 2020, as reported on
the Issuer’s Form 10-K filed on March 6, 2020.
|
|
CUSIP No.: 262077100
|
Page 3 of 4
|
| Item 1. |
Security and the Issuer
|
Item 1 is hereby amended and restated as follows:
This Amendment No. 4 on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common
Shares”), of Drive Shack Inc., a Maryland corporation (the “Issuer”) and amends and further supplements the initial Schedule 13D filed by the Reporting Person on December 22, 2016, as amended by Amendment No. 1 filed on March 8, 2017,
Amendment No. 2 filed on November 20, 2017 and Amendment No. 3 filed on May 17, 2018 (as so amended, the “Schedule 13D”).
Except as expressly set forth herein, there have been no changes to the Schedule 13D.
The address of the Issuer’s principal executive offices is 218 West 18th Street, 3rd Floor, New York, NY
10011.
| Item 5. |
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated as follows:
All percentages of Common Shares outstanding contained herein are based on 67,070,513 Common Shares
outstanding as of February 21, 2020.
Of the Common Shares over which Mr. Edens has sole voting and dispositive power, (i) 4,714,591 Common
Shares are held by him directly; (ii) 3,847,728 Common Shares are held by The Wesley R. Edens 2011 GRAT Family Trust, for which Mr. Edens serves as trustee; and (iii) 16,666 Common Shares are held by Chinook Charitable Trust, for which Mr. Edens
serves as trustee. Mr. Edens may be deemed to have shared voting and dispositive power over (i) 775 Common Shares held by his wife, Lynn Edens, and (ii) 16,666 Common Shares held by Hoofbeat Charitable Trust, for which Mrs. Edens serves as trustee,
in respect of which Mr. Edens disclaims beneficial ownership.
The following table sets forth all acquisitions made over the past 60 days, all of which were made in the
open market.
|
Date of Transaction
|
Quantity of
Common Shares
|
Weighted Average Price
per Common Share
|
|
3/11/2020
|
465,000
|
$1.4145
|
|
3/12/2020
|
535,000
|
$1.4218
|
| 3/13/2020 | 751,955 | $1.623 |
Each of the above referenced trusts has the right to receive the dividends from or the proceeds of any sale of the Common Shares, as applicable,
held in such trusts for the benefit of such trusts’ beneficiaries. The beneficiaries of the trusts are members of Mr. Edens’ family and charitable foundations.
|
CUSIP No.: 262077100
|
Page 4 of 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.
|
Dated: March 13, 2020
|
By:
|
/s/ Wesley R. Edens
|
|
|
Name:
|
Wesley R. Edens
|