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"
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- Peter Lynch
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Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Name of Issuer)
Common Shares, par value $0.10 per share
(Title of Class of Securities)
251591103
(CUSIP Number)
Scott A. Wolstein
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, OH 44122
(216) 755-5500
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, OH 44122
(216) 755-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
April 26, 2011
(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. o
TABLE OF CONTENTS
Table of Contents
CUSIP No. |
251591103 |
SCHEDULE 13D | Page | 2 |
of | 7 |
Pages |
| 1 | NAME OF REPORTING PERSON Scott A. Wolstein |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) þ | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| PF | |||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United States | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 1,694,901* | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 1,694,901* | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 1,694,901* | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 0.6%** | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
* Includes options to purchase 431,789 common shares.
** Based on 276,623,299 shares reported to be outstanding as of April 29, 2011 by the Issuer in its quarterly report on Form 10-Q filed on May 9, 2011.
Table of Contents
CUSIP No. |
251591103 |
SCHEDULE 13D | Page | 3 |
of | 7 |
Pages |
| 1 | NAME OF REPORTING PERSON Iris Wolstein |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) þ | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| PF | |||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United States | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 3,771,498 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 3,771,498 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 3,771,498 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 1.4%* | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
* Based on 276,623,299 shares reported to be outstanding as of April 29, 2011 by the Issuer in its quarterly report on Form 10-Q filed on May 9, 2011.
Table of Contents
CUSIP No. |
251591103 |
SCHEDULE 13D | Page | 4 |
of | 7 |
Pages |
Item 1. Security and Issuer.
This Amendment No. 1 (the “Amendment”) amends and supplements the statement on Schedule 13D
initially filed on May 15,
2009 (the “Original Filing”). Information reported in the Original
Filing remains in effect except to the extent that it is amended, restated or superseded by
information contained in this Amendment. Capitalized terms used and not defined in this Amendment
have the meanings set forth in the Original Filing
Item 2. Identity and Background.
Item 2 is hereby amended by including the following:
The group formed by the Reporting Persons, Alexander Otto, Katharina Otto-Bernstein, Dr.
Michael Otto, and Janina Otto has been terminated. See Item 4.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by including the following:
On April 26, 2011, the Reporting Persons entered into an agreement (the “Termination
Agreement”) with Alexander Otto, Katharina Otto-Bernstein, Dr. Michael Otto, and Janina Otto to
terminate their respective rights and obligations under the Voting Agreement. As a result of
entering into the Termination Agreement, the Reporting Persons are no longer obligated to vote
their Common Shares in favor of Alexander Otto, Katharina Otto-Bernstein, Dr. Michael Otto, and
Janina Otto’s nominees to the Issuer’s Board of Directors at every annual meeting of the Issuer’s
shareholders relating to the election of members of the Issuer’s Board of Directors.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended by including the following:
See rows 11 and 13 of the cover pages for the Reporting Persons above.
The group made up of the Reporting Persons, Alexander Otto, Katharina Otto-Bernstein, Dr.
Michael Otto, and Janina Otto has been terminated. See Item 4.
Item 5(b) is hereby amended by including the following:
See rows 7 through 10 of the cover pages for the Reporting Persons above.
The group made up of the Reporting Persons, Alexander Otto, Katharina Otto-Bernstein, Dr.
Michael Otto, and Janina Otto has been terminated. See Item 4.
Table of Contents
CUSIP No. |
251591103 |
SCHEDULE 13D | Page | 5 |
of | 7 |
Pages |
Item 7. Material to Be Filed as Exhibits.
| 1 | Joint Filing Agreement, dated May 12, 2011, between Scott A. Wolstein and Iris Wolstein |
| 2 | Termination Agreement, dated April 26, 2011, by and among the Reporting Persons, Alexander Otto, Katharina Otto-Bernstein, Dr. Michael Otto, and Janina Otto (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed on April 26, 2011 (File No. 005-43125)) |
Table of Contents
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:
May 12, 2011
| /s/ Scott A. Wolstein | ||||
| Scott A. Wolstein | ||||
| /s/ Iris Wolstein | ||||
| Iris Wolstein | ||||
Table of Contents
CUSIP No. |
251591103 |
SCHEDULE 13D | Page | 7 |
of | 7 |
Pages |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
1
|
Joint Filing Agreement, dated May 12, 2011, between Scott A. Wolstein and Iris Wolstein | |
2
|
Termination Agreement, dated April 26, 2011, by and among the Reporting Persons, Alexander Otto, Katharina Otto-Bernstein, Dr. Michael Otto, and Janina Otto (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed on April 26, 2011 (File No. 005-43125)) |