Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 14 2024 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
ACRES
Commercial Realty Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
00489Q102
(CUSIP
Number)
Jaclyn
Jesberger
ACRES Commercial Realty Corp.
390 RXR Plaza
Uniondale, NY 11556
Phone : (516) 535-0015
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
31, 2023
(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.
☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
NAME
OF REPORTING PERSON
ACRES
Share Holdings, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0 |
8 |
SHARED VOTING
POWER
671,110 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE
POWER
671,110 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,110 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94% |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
The
calculation of the foregoing percentage is based on 8,455,131 shares of Common Stock outstanding, as reported in the Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2023 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange
Commission on November 7, 2023.
1 |
NAME
OF REPORTING PERSON
ACRES Capital, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH* |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED VOTING
POWER
671,110 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE
POWER
671,110 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,110 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94% |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
The
calculation of the foregoing percentage is based on 8,455,131 shares of Common Stock outstanding, as reported in the Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2023 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange
Commission on November 7, 2023.
1 |
NAME
OF REPORTING PERSON
ACRES Capital Corp. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0 |
8 |
SHARED VOTING
POWER
671,110 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE
POWER
671,110 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,110 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94% |
14 |
TYPE
OF REPORTING PERSON
CO |
|
|
|
|
The
calculation of the foregoing percentage is based on 8,455,131 shares of Common Stock outstanding, as reported in the Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2023 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange
Commission on November 7, 2023.
EXPLANATORY
NOTE
This
Amendment No. 1 to the statement of beneficial ownership on Schedule 13D (this “Amendment”) amends the Schedule 13D originally
filed by the Reporting Persons with the United States Securities and Exchange Commission on May 11, 2022 (the “Schedule 13D”),
relating to the shares of common stock, par value $0.001 (the “Common Stock”), of ACRES Commercial Realty Corp., a Maryland
corporation (the “Issuer”). Unless otherwise indicated, all capitalized terms used in this Amendment shall have the
meaning ascribed to them in Schedule 13D, and unless amended hereby, all information previously filed remains in effect.
Item 4. |
Purpose
of Transaction |
|
|
|
On
May 6, 2022, the Issuer granted 299,999 shares of common stock to ACRES Share Holdings, LLC an affiliate of the Manager under the
ACRES Commercial Realty Corp. Manager Incentive Plan. On February 6, 2023, May 2, 2023, August 1, 2023, October 31, 2023 and February
9, 2024, the Issuer issued 17,780; 6,875; 14,226; 30,320 and 1,911 shares of common stock, respectively, to ACRES Share Holdings,
LLC pursuant to the Management Agreement for incentive compensation. |
|
(a) |
The
Issuer will grant up to 333,333 restricted shares under the equity compensation plans to the Reporting Persons when each of the following
book value targets are met: $21.00, $24.00, $27.00, $30.00, $33.00 and $36.00. In the second quarter of 2021 and in May 2022, restricted
shares were issued to the Reporting Persons when the Issuer reported a book value of $21.00 and $24.00, respectively. |
Item 5. |
Interest
in Securities of the Issuer |
|
(a) |
(a)
- (b) As of the date hereof, ACRES Share Holdings, LLC directly holds 671,110 shares of common stock. ACRES Share Holdings, LLC is
a subsidiary of the Manager. Voting and dispositive power over shares held by the Manager is exercised by the board of directors
of ACRES Capital Corp. Each of the five directors of ACRES Capital Corp., which include Messrs. Fentress and Fogel, Chairman and
CEO/President, respectively, of the Issuer, has one vote, and the approval of a majority is required to approve an action. Under
the so-called “rule of three” if voting and dispositive decisions regarding an entity’s securities are made by
three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none
of the individuals is deemed a beneficial owner of the entity’s securities.
The aggregate number and percentage of the shares of common stock beneficially owned by each Reporting Person and, for each Reporting
Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on
rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
The percentage of shares of common stock beneficially owned by each Reporting Person set forth on the cover pages of this Schedule
13D is calculated based on 8,455,131 shares of common stock outstanding, as reported in the Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2023 of ACRES Commercial Realty Corp., Inc. as filed with the Securities and Exchange Commission
on November 7, 2023.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting
Persons (other than ACRES Share Holdings, LLC which directly holds the shares of common stock reported on this Schedule 13D) is the
beneficial owner of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
Transaction
Date |
|
Shares
or Units Purchased (Sold) |
|
Price
Per Share or Unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
ACRES
Share Holdings, LLC |
|
|
|
February
14, 2024 |
By: |
/s/
Jaclyn Jesberger |
|
|
Vice
President |
|
|
|
|
ACRES
Capital, LLC |
|
|
|
February
14, 2024 |
By: |
/s/
Jaclyn Jesberger |
|
|
Chief
Legal Officer |
|
|
|
|
ACRES
Capital Corp. |
|
|
|
February
14, 2024 |
By: |
/s/
Jaclyn Jesberger |
|
|
Secretary |
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