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.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
SITE Centers Corp.
(Name of Issuer)
Common Shares, par value $0.10 per share
(Title of Class of Securities)
251591103
(CUSIP Number)
David A. Brown
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3452
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2021
(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 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).
| 1 | NAME OF REPORTING PERSONS
Alexander Otto | |||||
| 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)
WC, PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
21,693,236 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
21,693,236 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,693,236 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 211,040,251 shares of common stock outstanding as of July 26, 2021 as reported by the issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 29, 2021. |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Katharina Otto-Bernstein | |||||
| 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)
WC, PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
7,877,752 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
7,877,752 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,877,752 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | & #xA0; | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%* | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 211,040,251 shares of common stock outstanding as of July 26, 2021 as reported by the issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 29, 2021. |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 4 of 7 Pages |
This Amendment No. 23 (“Amendment No. 23”) amends and supplements the statement on Schedule 13D initially filed on May 15, 2009 (the “Original Filing”), as amended by Amendment No. 1 filed on August 20, 2009, Amendment No. 2 filed on September 14, 2009, Amendment No. 3 filed on September 18, 2009, Amendment No. 4 filed on February 16, 2010, Amendment No. 5 filed on March 21, 2011, Amendment No. 6 filed on April 26, 2011, Amendment No. 7 filed on April 4, 2012, Amendment No. 8 filed on October 5, 2012, Amendment No. 9 filed on November 21, 2012, Amendment No. 10 filed on June 20, 2013, Amendment No. 11 filed on August 12, 2014, Amendment No. 12 filed on March 5, 2015, Amendment No. 13 filed on May 12, 2015, Amendment No. 14 filed on June 6, 2017, Amendment No. 15 filed on February 27, 2018, Amendment No. 16 filed on April 30, 2018, Amendment No. 17 filed on May 15, 2018, Amendment No. 18 filed on June 26, 2018, Amendment No. 19 filed on January 9, 2019, Amendment No. 20 filed on May 19, 2020, Amendment No. 21 filed on December 18, 2020 and Amendment No. 22 filed on April 28, 2021. Information reported in the Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 23. Capitalized terms used and not defined in this Amendment No. 23 have the meanings set forth in the Original Filing, as amended.
| Item 4. | Purpose of the Transaction. |
On September 28, 2021, the Joinder Agreement, as amended, was terminated as a result of the execution of the Termination Agreement, dated September 28, 2021, by and among Mr. Otto, Katharina Otto-Bernstein and KG CURA Vermögensverwaltung G.m.b.H. & Co. The Termination Agreement terminated the obligations of Mr. Otto and Katharina Otto-Bernstein under the Joinder Agreement. Consequently, Katharina Otto-Bernstein is no longer a party to the Investors’ Rights Agreement and she ceased to be part of the group formed by the Reporting Persons. Additionally, Katharina Otto-Bernstein does not have any agreement or understanding with other persons to acquire, hold, vote or dispose of Common Shares.
A copy of the Termination Agreement is filed herewith as an exhibit and incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended to add the following:
(a) Alexander Otto and Katharina Otto-Bernstein may be deemed to beneficially own, in the aggregate, Common Shares, representing 14.0% of the Issuer’s outstanding Common Shares (based on 211,040,251 Common Shares outstanding as of July 26, 2021 as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 29, 2021).
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Shares referenced in paragraph 5(a), Mr. Otto has sole voting power and sole dispositive power with regard to 21,693,236 Common Shares, and Katharina Otto-Bernstein has sole voting power and sole dispositive power with regard to 7,877,752 Common Shares.
(c) Other than as set forth below, the Reporting Persons have not effected any transactions in the Common Shares in the last sixty days.
Alexander Otto effected the following transactions in the Common Shares in the past 60 days:
| Date |
Transaction | Amount | Price | |||
| 08/16/2021 | Grant | 1,593 | $0.00 (1) |
| (1) | Reflects the Issuer’s grant to the Reporting Person of fully-vested shares of the Issuer’s Common Shares in accordance with the Issuer’s director compensation program. |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 5 of 7 Pages |
Katharina Otto-Bernstein effected the following transactions in the Common Shares in the past 60 days:
| Date |
Transaction | Amount | Price | |||
| 08/26/2021 | Sale | 250,000 | $15.598 (1) |
| (1) | Reflects the weighted average sale price. The range of prices for the shares sold on August 26, 2021 was $15.510 to $15.745. |
(e) On September 28, 2021, upon the execution of the Termination Agreement, Katharina Otto-Bernstein ceased to be part of the group formed by the Reporting Persons.
| Item 7. | Material to Be Filed as Exhibits. | |
| Exhibit 1 |
Joint Filing Agreement, dated June 20, 2013, among Mr. Otto and Katharina Otto-Bernstein, incorporated herein by reference to Exhibit 1 of Schedule 13D/A filed on June 20, 2013 | |
| Exhibit 2 |
Investor Rights Agreement, dated May 11, 2009, between Mr. Otto and Developers Diversified Realty Corporation, incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on May 11, 2009 | |
| Exhibit 3 |
Termination Agreement, dated September 28, 2021, among Mr. Otto, Katharina Otto-Bernstein and KG CURA. | |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 6 of 7 Pages |
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: September 29, 2021
| ALEXANDER OTTO | ||
| /s/ Dr. Thomas Finne | ||
| By: | Dr. Thomas Finne, managing director of KG CURA Vermögensverwaltung G.m.b.H. & Co | |
| For: | Alexander Otto | |
| KATHARINA OTTO-BERNSTEIN | ||
| /s/ Dr. Thomas Finne | ||
| By: | Dr. Thomas Finne, managing director of KG CURA Vermögensverwaltung G.m.b.H. & Co | |
| For: | Katharina Otto-Bernstein | |
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement, dated June 20, 2013, among Mr. Otto and Katharina Otto-Bernstein, incorporated herein by reference to Exhibit 1 of Schedule 13D/A filed on June 20, 2013 | |
| Exhibit 2 | Investor Rights Agreement, dated May 11, 2009, between Mr. Otto and Developers Diversified Realty Corporation, incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on May 11, 2009 | |
| Exhibit 3 | Termination Agreement, dated September 28, 2021, among Mr. Otto, Katharina Otto-Bernstein and KG CURA. | |