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
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- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
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Bridge Investment Group Holdings Inc.
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(Name of Issuer)
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Class A common stock, $0.01 par value per share
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(Title of Class of Securities)
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10806B100
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(CUSIP Number)
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December 31, 2022
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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)
* 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 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).
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CUSIP No.10806B100
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13G
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1
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NAMES OF REPORTING PERSONS
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The Conversant Opportunity Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTIN
G POWER
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1,362,064
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,362,064
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,362,064
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 10806B100
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13G
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1
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NAMES OF REPORTING PERSONS
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Conversant GP Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,362,064
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,362,064
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,362,064
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 10806B100
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13G
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1
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NAMES OF REPORTING PERSONS
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Conversant Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,362,064
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,362,064
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,362,064
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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CUSIP No. 10806B100
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13G
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1
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NAMES OF REPORTING PERSONS
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Michael Simanovsky
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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1,362,064
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
|
SHARED DISPOSITIVE POWER
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1,362,064
|
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|||
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|
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||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,362,064
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
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4.7%
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|||
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||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| Item 1. (a) |
Name of Issuer |
The name of the issuer is Bridge Investment Group Holdings Inc. (the “Company”).
| Item 1. (b) |
Address of Issuer’s Principal Executive Offices
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The Company’s principal executive offices are located at 111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070.
| Item 2. (a) | Name of Person Filing |
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(i)
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The Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (“Opportunity Master”); | |
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(ii)
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Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”), which serves as the general partner of Opportunity Master; | |
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(iii)
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Conversant Capital LLC, a Delaware limited liability company (“Conversant Capital”), which serves as the investment manager to Opportunity Master; and | |
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(iv)
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Michael Simanovsky, an individual, who serves as sole managing member of Conversant GP and Conversant Capital. |
Opportunity Master, Conversant GP, Conversant Capital, and Mr. Simanovsky are hereinafter sometimes collectively referred to as the “Reporting
Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons are filing this statement jointly with
respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.
| Item 2. (b) | Address of Principal Business Office or, if None, Residence |
The principal business address for each of the Reporting Persons is 25 Deforest Avenue, 3rd Floor,
Summit, New Jersey 07901.
| Item 2. (c) | Citizenship |
| Item 2. (d) |
Title of Class of Securities |
Class A common stock, $0.01 par value per share (“Class A Common Stock”).
| Item 2. (e) | CUSIP Number |
The CUSIP number for the Class A Common Stock is 10806B100.
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not Applicable.
| Item 4. |
Ownership
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The information in Items 5 through 9 and Item 11
on the cover pages to this Schedule 13G is hereby incorporated by reference.
| 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 persons have ceased to be the beneficial owners of more than 5 percent of the class of securities,
check the following [X].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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The information in Items 2 and 4 is hereby incorporated by reference.
| Item 8. |
Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. |
Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: February 10, 2023
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CONVERSANT OPPORTUNITY MASTER FUND LP
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By:
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Conversant GP Holdings LLC
/s/ Michael Simanovsky
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| Name: Michael Simanovsky | |||
| Title: Managing Member |
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CONVERSANT GP HOLDINGS LLC
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|||
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By:
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/s/ Michael Simanovsky | |
| Name: Michael Simanovsky | |||
| Title: Managing Member | |||
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CONVERSANT CAPITAL LLC
|
|||
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By:
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/s/ Michael Simanovsky | |
| Name: Michael Simanovsky | |||
| Title: Managing Member | |||
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|||
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By:
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/s/ Michael Simanovsky | |
| Michael Simanovsky | |||