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.
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|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Broad Street Realty, Inc. (Name of Issuer) |
Common Stock, par value $0.01 par value per share (Title of Class of Securities) |
111294104 (CUSIP Number) |
David N. Brooks 1345 Avenue of the Americas, 46th Floor New York, NY, 10105 212-798-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
CF Flyer Mezz Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FCOF V Expansion ULMA-C Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FCOF V Expansion CDFG MA-C Investments LLC (UL Series) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Fortress Credit Opportunities Fund V Expansion (G) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Fortress Credit Opportunities V Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
|
Name of reporting person
FCO Fund V GP LLC | |||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Hybrid GP Holdings (Cayman) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Hybrid GP Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FIG LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the ex
ercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Fortress Operating Entity I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FIG Blue LLC (f/k/a FIG Corp.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Fortress Investment Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FINCO I Intermediate Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FINCO I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FIG Parent, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
Foundation Holdco LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| CUSIP No. | 111294104 |
| 1 |
Name of reporting person
FIG Buyer GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,560
,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 par value per share | |
| (b) | Name of Issuer:
Broad Street Realty, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11911 FREEDOM DRIVE, SUITE 450, RESTON,
VIRGINIA
, 20190. | |
Item 1 Comment:
Item 1 is hereby amended and restated as follows:This Amendment No. 3 (this "Amendment") amends and supplements (i) the Statement on Schedule 13D filed on November 29, 2022 and Amendment No.1 thereto filed by Fortress and the other reporting persons named therein (together, the "Original Schedule 13D"), (ii) the Statement on Schedule 13D filed by FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, Foundation Holdco LP and FIG Buyer GP, LLC on May 21, 2024 (the "Reorganization 13D") and (iii) Amendment No. 2 filed on February 4, 2025, by Fortress and the other persons named therein, to each of the Original Schedule 13D and the Reorganization 13D (together and as so amended, the "Schedule 13D") each relating to common stock, par value $0.01 par value per share ("Common Stock"), of Broad Street Realty, Inc., a Delaware corporation (the "Issuer").Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D. The Issuer's principal executive offices are located at 11911 Freedom Drive, Suite 450, Reston, Virginia 20190. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:(i) CF Flyer Mezz Holdings LLC, a Delaware limited liability company ("CF Flyer Mezz Holdings"), holds the Fortress Warrant.(ii) FCOF V Expansion ULMA-C Investments LLC, a Delaware limited liability company ("FCOF V ULMA"), holds the majority of membership interests in CF Flyer Mezz Holdings.(iii) FCOF V Expansion CDFG MA-C Investments LLC (UL Series), a Delaware limited liability company ("FCOF V Investments"), holds the majority of membership interests in FCOF V ULMA.(iv) Fortress Credit Opportunities Fund V Expansion (G) L.P., a Cayman Islands exempted limited partnership ("Fortress Credit V LP"), holds the majority of membership interests in FCOF V Investments.(v) Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("Fortress Credit V LLC"), is the investment adviser to Fortress Credit V LP.(vi) FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V"), is the general partner of Fortress Credit V LP.(vii) Hybrid GP Holdings (Cayman) LLC, a Cayman Islands limited liability company ("Cayman GP"), is the parent of the general partners of certain investment funds that hold membership interests in CF Flyer Mezz Holdings, including FCO Fund V.(viii) Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP"), is the sole owner of Cayman GP.(ix) FIG LLC, a Delaware limited liability company ("FIG LLC"), is the parent of the investment advisers to certain investment funds that hold membership interests in CF Flyer Holdings, including Fortress Credit V LLC.(x) Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity interest in, Hybrid GP.(xi) FIG Blue LLC (formerly known as FIG Corp.), a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I.(xii) Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), is the sole member of FIG Blue.(xiii) FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group.(xiv) FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH.(xv) FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC.(xvi) Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent.(xvii) FIG Buyer GP, LLC, a Delaware limited liability company ("FIG Buyer"), is the general partner of Foundation Holdco.CF Flyer Mezz Holdings, FCOF V ULMA, FCOF V Investments, Fortress Credit V LP, Fortress Credit V LLC, FCO Fund V, Cayman GP, Hybrid GP, FIG LLC, FOE I, FIG Blue, Fortress, FINCO I IH, FINCO I LLC, FIG Parent, Foundation Holdco and FIG Buyer are collectively referred to herein as the "Reporting Persons." | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:The address of the principal business and principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:Fortress Investment Group is a highly diversified investment manager. The principal business of Fortress Investment Group and each of the Reporting Persons is forming, managing, and/or directly or indirectly participating in investment funds or their investments, as the case may be.Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the "Covered Persons"), and the business address and present principal occupation of each of the Covered Persons. | |
| (d) | Item 2(d) of the Schedule 13D is hereby amended and restated in its entirety as follows:During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) of the Schedule 13D is hereby amended and restated in its entirety as follows:Except as set forth in Annex B, during the last five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) of the Schedule 13D is hereby amended and restated in its entirety as follows:See responses to Item 4 on each cover page. Unless otherwise specified in Annex A, each of the Covered Persons is a United States citizen. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby as amended to incorporate the following at the end thereof:On February 28, 2025, Seller and Note Seller (collectively, the "Sellers") delivered a notice of default, termination and reservation of rights (the "Notice") to the Purchaser and Note Purchaser (collectively, the "Purchasers") following a material breach by the Purchasers of their respective obligations to complete the closings under the Preferred Membership Interest and Warrant Purchase Agreement and Note Purchase Agreement (collectively, the Purchase Agreements"), respectively, without properly exercising the Purchasers' extension options. Pursuant to the Notice, the Sellers terminated the Purchase Agreements effective as of February 28, 2025. Although the Sellers and Purchasers are continuing to discuss, as of the date hereof, the Sellers are seeking disbursement of the Purchasers' nonrefundable deposit from the escrow agent. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 11 and 13 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(a). | |
| (b) | The information contained in rows 7-10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). | |
| (c) | The information contained in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 5(c) and, except as set forth therein, the Reporting Persons have not effected any transactions in Common Stock since the filing of Amendment No. 2. | |
| (d) | No person other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Ordinary Shares beneficially owned by the Reporting Persons and described in this Item 5. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 hereof is hereby incorporated into this Item 6 and added at the end thereof. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.7 Joint Filing Agreement, by and among the Reporting Persons, dated as of February 4, 2025, incorporated by reference to Exhibit 99.7 to Amendment No. 2. | ||
| 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.
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