Sec Form 13D Filing - WINFIELD JOHN V filing for PORTSMOUTH SQUARE INC (PRSI) - 2021-03-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 11)

 

PORTSMOUTH, SQUARE, INC.

Name of Issuer

 

Common Stock, No Par Value Per Share

Title of Class of Securities

 

737212-10-0

CUSIP Number

 

Danfeng Xu

Treasurer

The InterGroup Corporation

1516 S. Bundy Dr., Suite 200

Los Angeles, California 90025

(310) 889-2511

Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications

 

March 5, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

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 and 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).

 

 

 

CUSIP No. 737212-10-0

 

1.	Name of Reporting Person   John V. Winfield	Tax Identification Number   ###-##-####
2.	Check the Appropriate Box if a Member of a Group (a) [  ] (b) [X]
3.	SEC Use Only
4.	Source of Funds   Common stock of Santa Fe Financial Corporation
5.	Check if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [  ]
6.	Citizenship or Place of Organization   U.S.

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   18,641
	8.	Shared Voting Power   541,908
	9.	Sole Dispositive Power   18,641
	10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   541,908 Shares of Common Stock
12.	Check if the Aggregate Amount in Row 11 Excludes Certain Shares [  ]
13.	Percent of Class Represented by Amount in Row 11   73.8%
14.	Type of Reporting Person   IN

 

 

CUSIP No. 737212-10-0

 

1.	Name of Reporting Person   The InterGroup Corporation	Tax Identification Number   13-3293645
2.	Check the Appropriate Box if a Member of a Group (a) [  ] (b) [X]
3.	SEC Use Only
4.	Source of Funds   Common stock of Santa Fe Financial Corporation
5.	Check if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [  ]
6.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   523,267
	8.	Shared Voting Power
	9.	Sole Dispositive Power   523,267
	10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   523,267 Shares of Common Stock
12.	Check if the Aggregate Amount in Row 11 Excludes Certain Shares [  ]
13.	Percent of Class Represented by Amount in Row 11   71.3%
14.	Type of Reporting Person   CO

 

 

AMENDMENT NO. 11

TO SCHEDULE 13D

OF JOHN V. WINFIELD

AND THE INTERGROUP CORPORATION

REGARDING OWNERSHIP OF SECURITIES OF

PORTSMOUTH SQUARE, INC.

 

This Amendment No. 11 to Schedule 13D is being filed by John V. Winfield and The InterGroup Corporation, a Delaware corporation (“InterGroup”) to update information previously furnished.

 

The following items of this Schedule 13D are amended:

 

Item 1. Security of Issuer.

 

This Amendment reflects distribution of the Common Stock, no par value (the “Common Stock”) of Portsmouth Square, Inc., a California corporation (“Portsmouth” or the “Issuer”) to Mr. Winfield and InterGroup. The address of the principal executive offices of the Issuer is 1516 S. Bundy Dr., Suite 200, Los Angeles, CA 90025.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Mr. Winfield and InterGroup received additional shares of Common Stock of Portsmouth in connection with the liquidation of Santa Fe Financial Corporation, the parent company of Portsmouth.

 

Item 4. Purposes of Transactions.

 

On March 2, 2021, InterGroup received 222,118 shares of the Common Stock of Portsmouth in connection with the liquidation of Santa Fe Financial Corporation (“Santa Fe”), the parent company of Portsmouth. On March 5, 2021, InterGroup received additional 200,880 shares of the Common Stock of Portsmouth in connection with the liquidation of Santa Fe. On March 5, 2021, John V. Winfield received 18,641 shares of the Common Stock of Portsmouth in connection with the liquidation of Santa Fe. InterGroup has purchased shares of the Common Stock for investment purposes. InterGroup may make additional purchases of the Common Stock in open market transactions, primarily in block purchases, or in private transactions, to increase their equity interest in Portsmouth.

 

Prior to the liquidation of Santa Fe, Portsmouth was a 68.8%-owned subsidiary of Santa Fe, which had ownership, voting and management control of Portsmouth since 1987. Santa Fe was a subsidiary of InterGroup, which controlled approximately 87.4% of the voting shares of Santa Fe. InterGroup presently owns 71.3% of the Common Stock of Portsmouth. Two of Santa Fe’s three directors also served as directors of InterGroup. Two of Portsmouth’s five directors served as directors of Santa Fe and four of Portsmouth’s directors are also directors of InterGroup. John V. Winfield serves as Chairman of the Board and President of InterGroup and Portsmouth.

 

Except as discussed above, InterGroup does not have any other plans or proposals at this time which relate to or would result in the events set forth in this Item 4.

 

Item 5. Interest in the Securities of the Issuer.

 

(a) As of March 5, 2021, John V. Winfield beneficially owns 18,641 shares of the Common Stock of Portsmouth. Those shares represent approximately 2.5% of the outstanding Common Stock of Portsmouth. As of March 5, 2021, InterGroup owns 523,267 shares of the Common Stock of Portsmouth, representing approximately 71.3% of the outstanding Common Stock. To the extent that Mr. Winfield may be deemed to beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth owned by InterGroup, Mr. Winfield would beneficially own approximately 73.8% of the Common Stock of Portsmouth.

 

The above percentages were determined based on Portsmouth’s representation that it had 734,183 shares of Common Stock outstanding as of March 5, 2021.

 

(b) Mr. Winfield and InterGroup have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, the shares of Common Stock beneficially owned by each of them, respectively. Since Mr. Winfield beneficially owns more than 65% of the Common Stock of InterGroup, it is expected that all shares of Common Stock held by Mr. Winfield and InterGroup would be voted in the same way; however, there is no requirement or agreement that those shares be voted in that manner.

 

(c) Information with respect to transactions in the Common Stock that were affected during the past sixty (60) days is set forth below:

 

	Date		Number of Shares		Price per Share		Nature
	03/02/2021		222,118		N/A		Received by InterGroup as a result of liquidation of Santa Fe Financial Corporation
	03/05/2021		200,880		N/A		Received by InterGroup as a result of liquidation of Santa Fe Financial Corporation
	03/05/2021		18,641		N/A		Received by John V. Winfield as a result of liquidation of Santa Fe Financial Corporation

 

(d) No person other than John V. Winfield and InterGroup, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares beneficially owned by each of them, respectively.

 

(e) Inapplicable.

 

 

SIGNATURES

 

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: March 10, 2021			John V. Winfield
			By:	/s/ John. V. Winfield
				John V. Winfield
				President, Chairman of the Board and CEO
Dated: March 10, 2021			THE INTERGROUP CORPORATION
			By:	/s/ Danfeng Xu
				Danfeng Xu
				Treasurer and Controller

 

 

APPENDIX A

 

THE INTERGROUP CORPORATION

Executive Officers and Directors*

 

John V. Winfield -	Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation and Portsmouth Square, Inc.
	Citizenship: United States
William J. Nance -	Director of The InterGroup Corporation and Portsmouth Square, Inc.
	Principal Occupation: Ce rtified Public Accountant (“CPA”) and Consultant
	Citizenship: United States
Yvonne L. Murphy -	Director of The InterGroup Corporation. Principal Occupation: Lobbyist and management consultant
	Citizenship: United States
John C. Love -	Director of The InterGroup Corporation and Portsmouth Square, Inc.
	Retired CPA, Independent consultant to the hospitality and tourism industries
	Citizenship: United States
Jerold R. Babin -	Director of The InterGroup Corporation and Portsmouth Square, Inc.
	Principal Occupation: Retired retail securities broker
	Citizenship: United States
David C. Gonzalez -	Vice President Real Estate, The InterGroup Corporation
	Citizenship: United States
Danfeng Xu -	Secretary, Treasurer and Controller, The InterGroup Corporation and Portsmouth Square, Inc.
	Citizenship: People’s Republic of China

 

* Business Address: The business address for all executive officers and directors is c/o The InterGroup Corporation, 1516 S. Bundy Dr., Suite 200, Los Angeles, CA 90025.