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
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
| Broadmark Realty Capital Inc. |
|
(Name of Issuer)
|
Common Stock, par value $0.001 |
|
(Title of Class of Securities)
|
89653L205 |
|
(Cusip Number)
|
December 31, 2019 |
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 the 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).
(Continued on following pages)
| Page 1 of 38 Pages | ||
| Exhibit Index Found on Page 27 | ||
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
3,777,135 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
3,777,135 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,777,135 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 0;o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 596,390 Shares that may be purchased upon the exercise of Warrants and 795,186 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 2 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
4,913,116 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
4,913,116 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,913,116 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 775,755 Shares that may be purchased upon the exercise of Warrants and 1,034,340 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 3 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
908,784 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
908,784 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,784 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 143,492 Shares that may be purchased upon the exercise of Warrants and 191,323 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 4 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
596,389 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
596,389 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,389 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 94,167 Shares that may be purchased upon the exercise of Warrants and 125,555 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 5 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
851,985 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
851,985 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851,985 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 134,524 Shares that may be purchased upon the exercise of Warrants and 179,365 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 6 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
312,393 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
312,393 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,393 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 49,325 Shares that may be purchased upon the exercise of Warrants and 65,767 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 7 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 8 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
De laware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
851,985 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
851,985 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851,985 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
______________________
1 Includes 134,524 Shares that may be purchased upon the exercise of Warrants and 179,365 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 9 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 10 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Michael B. Fisch |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 11 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Richard B. Fried |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 12 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
David T. Kim |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 13 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Monica R. Landry [See Item 2.] |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
-0- | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
-0- |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| Page 14 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Michael G. Linn |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 15 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Rajiv A. Patel |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 16 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 17 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
William Seybold |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 18 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 19 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
John R. Warren |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 20 of 38 Pages |
13G
| CUSIP No. 89653L205 |
| 1 |
NAMES OF REPORTING PERSONS
Mark C. Wehrly |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
11,359,802 1 | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 21 of 38 Pages |
This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 22, 2019 (together with all prior and current amendments thereto, this “Schedule 13G”).
Preliminary Note:
As of the date of this report, the Farallon Funds hold an aggregate of: (i) 7,174,613 Shares; (ii) 7,174,613 warrants (“Warrants”), each of which is exercisable, pursuant to the terms thereof, to purchase ¼ of a Share; and (iii) 2,391,536 options (“Options”), each of which is exercisable, pursuant to the terms thereof, to purchase one Share. Subject to the terms thereof, Warrants are exercisable at any time during an exercise period commencing 30 days after November 14, 2019 and expiring five years after November 14, 2019. Subject to the terms thereof, Options are exercisable within the 365 calendar-day period after November 14, 2019.
Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.
| Item 1. | Issuer |
| (a) | Name of Issuer: |
Broadmark Realty Capital Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
1420 Fifth Avenue, Suite 2000
Seattle, WA
98101
| Item 2. | Identity and Background |
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
This statement relates to shares of Common Stock, par value $0.001 per share (the “Shares”), of the Company. The CUSIP number of the Shares is 89653L205.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
| (i) | Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| Page 22 of 38 Pages |
| (ii) | Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (iii) | Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (iv) | Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (v) | Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (vi) | Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; and |
FCP, FCIP, FCIP II, FCIP III, FCIP V and FCAMI are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
| (vii) | Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III and FCAMI and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds and the Shares that each of the Farallon Funds has the right to acquire upon the exercise of Warrants and Options. |
The FCIP V General Partner
| (viii) | Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares FCIP V has the right to acquire upon the exercise of Warrants and Options. |
The Farallon Individual Reporting Persons
| (ix) | The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds have the right to acquire upon the exercise of Warrants and Options: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), David T. Kim (“Kim”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”). |
| Page 23 of 38 Pages |
Dreyfuss, Fisch, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
This Schedule 13G reports that effective December 31, 2019, Monica R. Landry (“Landry”) resigned as a member of the Farallon General Partner and a manager of the FCIP V General Partner. Accordingly, as of that date, Landry no longer may be deemed a beneficial owner of any Shares held by the Farallon Funds. Unless the context otherwise requires, any reference herein to the “Farallon Individual Reporting Persons” shall not include Landry.
The citizenship of each of the Farallon Funds, the Farallon General Partner and the FCIP V General Partner is set forth above. Each of Landry and the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k): |
Not applicable.
| Item 4. | Ownership |
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
The Shares, Warrants and Options reported hereby for the Farallon Funds are held directly by the Farallon Funds. The Farallon General Partner, as general partner of the Farallon Funds and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the exercise of Warrants and Options, by the Farallon Funds. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the exercise of Warrants and Options, by FCIP V. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the exercise of Warrants and Options, by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
| Page 24 of 38 Pages |
| Item 5. | Ownership of Five P ercent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
| 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, other than activities solely in connection with a nomination under §240.14a-11.
| Page 25 of 38 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
| /s/ Michael B. Fisch |
| FARALLON PARTNERS, L.L.C., | ||
| On its own behalf and | ||
| As the General Partner of | ||
| FARALLON CAPITAL PARTNERS, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., | ||
| FARALLON CAPITAL (AM) INVESTORS, L.P. | ||
By Michael B. Fisch, Managing Member |
| /s/ Michael B. Fisch |
| FARALLON INSTITUTIONAL (GP) V, L.L.C. | ||
| On its own behalf and | ||
| As the General Partner of | ||
| FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. | ||
| By Michael B. Fisch, Manager | ||
| /s/ Michael B. Fisch |
Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
The Power of Attorney executed by Landry authorizing Fisch to sign and file this Schedule 13G on her behalf, which was filed as an exhibit to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2014 by such Reporting Person with respect to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference.
| Page 26 of 38 Pages |
EXHIBIT INDEX
EXHIBIT 1 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) (previously filed) |
| EXHIBIT 2 | Power of Attorney for Philip D. Dreyfuss |
| EXHIBIT 3 | Power of Attorney for Michael B. Fisch |
| EXHIBIT 4 | Power of Attorney for Richard B. Fried |
| EXHIBIT 5 | Power of Attorney for David T. Kim |
| EXHIBIT 6 | Power of Attorney for Michael G. Linn |
| EXHIBIT 7 | Power of Attorney for Rajiv A. Patel |
| EXHIBIT 8 | Power of Attorney for Thomas G. Roberts, Jr. |
| EXHIBIT 9 | Power of Attorney for William Seybold |
| EXHIBIT 10 | Power of Attorney for Andrew J.M. Spokes |
| EXHIBIT 11 | Power of Attorney for John R. Warren |
| EXHIBIT 12 | Power of Attorney for Mark C. Wehrly |
| Page 27 of 38 Pages |
EXHIBIT 2
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Philip D. Dreyfuss |
| Philip D. Dreyfuss |
| Page 28 of 38 Pages |
EXHIBIT 3
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Michael B. Fisch |
| Michael B. Fisch |
| Page 29 of 38 Pages |
EXHIBIT 4
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Richard B. Fried |
| Richard B. Fried |
| Page 30 of 38 Pages |
EXHIBIT 5
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ David T. Kim |
| David T. Kim |
| Page 31 of 38 Pages |
EXHIBIT 6
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Michael G. Linn |
| Michael G. Linn |
| Page 32 of 38 Pages |
EXHIBIT 7
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Rajiv A. Patel |
| Rajiv A. Patel |
| Page 33 of 38 Pages |
EXHIBIT 8
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Thomas G. Roberts, Jr. |
| Thomas G. Roberts, Jr. |
| Page 34 of 38 Pages |
EXHIBIT 9
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ William Seybold |
| William Seybold |
| Page 35 of 38 Pages |
EXHIBIT 10
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Andrew J. M. Spokes |
| Andrew J. M. Spokes |
| Page 36 of 38 Pages |
EXHIBIT 11
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ John R. Warren |
| John R. Warren |
| Page 37 of 38 Pages |
EXHIBIT 12
to
SCHEDULE 13G
POWER OF ATTORNEY
The undersigned hereby appoints each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together, “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., an granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of each of Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Thomas G. Roberts, Jr., John R. Warren, and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to execute and file Filing Documentation, unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C. with respect to the execution and filing of Filing Documentation.
| Date: December 12, 2019 | /s/ Mark C. Wehrly |
| Mark C. Wehrly |
Page 38 of 38 Pages