(Amendment No. 2)1
7.375% Series B Cumulative Redeemable Perpetual
Preferred Shares, par value $0.01 per share
7.20% Series C Cumulative Redeemable Perpetual
Preferred Shares, par value $0.01 per share
CYGNUS CAPITAL, INC.
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 Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box ☒.
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 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. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus Opportunity Fund, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING
PERSON WITH |
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815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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815,149
shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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815,149
shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0%
of the outstanding shares of Beneficial Interest
2.3% of the outstanding shares of Series B Preferred Stock
1.5% of the outstanding shares of Series C Preferred Stock
2.0% of the outstanding shares of Series D Preferred Stock
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus Property Fund IV, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING
PERSON WITH |
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630,317
shares of Beneficial Interest
35,362 shares of Series B Preferred Stock
62,500 shares of Series C Preferred Stock
16,500 shares of Series D Preferred Stock
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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630,317 shares of Beneficial Interest
35,362 shares of Series B Preferred Stock
62,500 shares of Series C Preferred Stock
16,500 shares of Series D Preferred Stock
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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630,317 shares of Beneficial Interest
35,362 shares of Series B Preferred Stock
62,500 shares of Series C Preferred Stock
16,500 shares of Series D Preferred Stock
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% of the outstanding shares of Beneficial Interest
1.0% of the outstanding shares of Series B Preferred Stock
Less than 1% of the outstanding shares of Series C Preferred Stock
Less than 1% of the outstanding shares of Series D Preferred Stock
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus Property Fund V, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING
PERSON WITH |
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147,802 shares of Series B Preferred Stock
210,479 shares of Series C Preferred Stock
165,000 shares of Series D Preferred Stock
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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147,802 shares of Series B Preferred Stock
210,479 shares of Series C Preferred Stock
165,000 shares of Series D Preferred Stock
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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147,802 shares of Series B Preferred Stock
210,479 shares of Series C Preferred Stock
165,000 shares of Series D Preferred Stock
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% of the outstanding shares of Series B Preferred Stock
3.1% of the outstanding shares of Series C Preferred Stock
3.3% of the outstanding shares of Series D Preferred Stock
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus Property Fund VI, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING
PERSON WITH |
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41,485 shares of Series B Preferred Stock
71,781 shares of Series D Preferred Stock
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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41,485 shares of Series B Preferred Stock
71,781 shares of Series D Preferred Stock
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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41,485 shares of Series B Preferred Stock
71,781 shares of Series D Preferred Stock
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.2% of the outstanding shares of Series B Preferred Stock
1.4% of the outstanding shares of Series D Preferred Stock
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus Capital Advisers, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Wyoming |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING
PERSON WITH |
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815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% of the outstanding shares of Beneficial Interest
2.3% of the outstanding shares of Series B Preferred Stock
1.5% of the outstanding shares of Series C Preferred Stock
2.0% of the outstanding shares of Series D Preferred Stock
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus General Partners, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Wyoming |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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|
|
|
- 0 - |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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|
REPORTING
PERSON WITH |
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|
815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
|
SHARED DISPOSITIVE POWER |
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|
815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
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|
815,149 shares of Beneficial Interest
79,299 shares of Series B Preferred Stock
103,225 shares of Series C Preferred Stock
98,610 shares of Series D Preferred Stock
|
|
|
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% of the outstanding shares of Beneficial Interest
2.3% of the outstanding shares of Series B Preferred Stock
1.5% of the outstanding shares of Series C Preferred Stock
2.0% of the outstanding shares of Series D Preferred Stock
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 709102107, 709102503, 709102602,
709102701
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1 |
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NAME OF REPORTING PERSON |
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Cygnus Capital Real Estate Advisors II, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Wyoming |
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NUMBER OF |
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7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING
PERSON WITH |
|
|
|
|
630,317 shares of Beneficial Interest
224,649 shares of Series B Preferred Stock
272,979 shares of Series C Preferred Stock
253,281 shares of Series D Preferred Stock
|
|
|
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
630,317 shares of Beneficial Interest
224,649 shares of Series B Preferred Stock
272,979 shares of Series C Preferred Stock
253,281 shares of Series D Preferred Stock
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
630,317 shares of Beneficial Interest
224,649 shares of Series B Preferred Stock
272,979 shares of Series C Preferred Stock
253,281 shares of Series D Preferred Stock
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% of the outstanding shares of Beneficial Interest
6.5% of the outstanding shares of Series B Preferred Stock
4.0% of the outstanding shares of Series C Preferred Stock
5.1% of the outstanding shares of Series D Preferred Stock
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107, 709102503, 709102602,
709102701
|
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|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
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|
|
|
|
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|
|
Cygnus Capital, Inc. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
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3 |
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SEC USE ONLY |
|
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4 |
|
SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
|
|
Wyoming |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING
PERSON WITH |
|
|
|
|
1,445,466 shares of Beneficial Interest
303,948 shares of Series B Preferred Stock
376,204 shares of Series C Preferred Stock
351,891 shares of Series D Preferred Stock
|
|
|
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,445,466 shares of Beneficial Interest
303,948 shares of Series B Preferred Stock
376,204 shares of Series C Preferred Stock
351,891 shares of Series D Preferred Stock
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,445,466 shares of Beneficial Interest
303,948 shares of Series B Preferred Stock
376,204 shares of Series C Preferred Stock
351,891 shares of Series D Preferred Stock
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.8% of the outstanding shares of Beneficial Interest
8.8% of the outstanding shares of Series B Preferred Stock
5.5% of the outstanding shares of Series C Preferred Stock
7.0% of the outstanding shares of Series D Preferred Stock
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
CUSIP No. 709102107, 709102503, 709102602,
709102701
|
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|
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|
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|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
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|
|
Christopher Swann |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
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3 |
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SEC USE ONLY |
|
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|
4 |
|
SOURCE OF FUNDS |
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|
|
AF, PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
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|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY
OWNED BY |
|
|
|
|
1,000
shares of Beneficial Interest
4,000 shares of Series D Preferred Stock
|
|
EACH |
|
8 |
|
SHARED VOTING POWER |
|
REPORTING |
|
|
|
|
|
PERSON WITH
|
|
|
|
|
190,000 shares of Beneficial Interest
1,445,466 shares of Beneficial Interest
303,948 shares of Series B Preferred Stock
376,204 shares of Series C Preferred Stock
351,891 shares of Series D Preferred Stock
|
|
|
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,000
shares of Beneficial Interest
4,000 shares of Series D Preferred Stock
|
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
190,000 shares of Beneficial Interest
1,445,466 shares of Beneficial Interest
303,948 shares of Series B Preferred Stock
376,204 shares of Series C Preferred Stock
351,891 shares of Series D Preferred Stock
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,636,466 shares of Beneficial Interest
303,948 shares of Series B Preferred Stock
376,204 shares of Series C Preferred Stock
355,891 shares of Series D Preferred Stock
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
2.1% of the outstanding shares of Beneficial Interest
8.8% of the outstanding shares of Series B Preferred Stock
5.5% of the outstanding shares of Series C Preferred Stock
7.1% of the outstanding shares of Series D Preferred Stock
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
CUSIP No. 709102107, 709102503, 709102602,
709102701
|
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1 |
|
NAME OF REPORTING PERSON |
|
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|
Privet Fund LP
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
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3 |
|
SEC USE ONLY |
|
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4 |
|
SOURCE OF FUNDS |
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|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
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|
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|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING
PERSON WITH |
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less
than 1% of the outstanding shares of Series B Preferred Stock
Less than 1% of the outstanding shares of Series C Preferred Stock
1.5% of the outstanding shares of Series D Preferred Stock
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
CUSIP No. 709102107, 709102503, 709102602,
709102701
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
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|
|
|
|
|
Privet Fund Management LLC
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
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|
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|
|
|
AF |
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING
PERSON WITH |
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less
than 1% of the outstanding shares of Series B Preferred Stock
Less than 1% of the outstanding shares of Series C Preferred Stock
1.5% of the outstanding shares of Series D Preferred Stock
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107, 709102503, 709102602,
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Ryan J. Levenson
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING
PERSON WITH |
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,910
shares of Series B Preferred Stock
32,836 shares of Series C Preferred Stock
73,227 shares of Series D Preferred Stock
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less
than 1% of the outstanding shares of Series B Preferred Stock
Less than 1% of the outstanding shares of Series C Preferred Stock
1.5% of the outstanding shares of Series D Preferred Stock
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
CUSIP No. 709102107, 709102503, 709102602,
709102701
The following constitutes Amendment
No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically
set forth herein.
| Item 1. | Security and Issuer. |
Item 1 is hereby
amended and restated as follows:
This statement relates to the
following securities (collectively, the “Securities”) of Pennsylvania Real Estate Investment Trust, a Pennsylvania business
trust (the “Issuer”):
| (a) | Beneficial Interest, par value $1.00 per share (the “Beneficial Interest”);1 |
| (b) | 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share (the “Series
B Preferred Stock”); |
| (c) | 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share (the “Series
C Preferred Stock”); and |
| (d) | 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share (the “Series
D Preferred Stock”, and together with the Series B Preferred Stock and Series C Preferred Stock, the “Outstanding Preferred
Stock”). |
The address of the principal
executive offices of the Issuer is One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and
restated as follows:
(a) This
statement is filed by:
| (i) | Cygnus Opportunity Fund, LLC, a Delaware limited liability company (“Cygnus Opportunity”),
with respect to the Securities owned directly by it; |
| (ii) | Cygnus Property Fund IV, LLC, a Delaware limited liability company (“Cygnus IV”), with respect
to the Securities owned directly by it; |
| (iii) | Cygnus Property Fund V, LLC, a Delaware limited liability company (“Cygnus V”), with respect
to the Securities owned directly by it; |
| (iv) | Cygnus Property Fund VI, LLC, a Delaware limited liability company (“Cygnus VI”), with respect
to the Securities owned directly by it; |
| (v) | Cygnus Capital Advisers, LLC, a Wyoming limited liability company (“Cygnus Capital”), as the
investment adviser of Cygnus Opportunity; |
1
The shares of Beneficial Interest beneficially owned by certain of the Reporting Persons as reported herein are being reported on a voluntary
basis.
CUSIP No. 709102107, 709102503, 709102602,
709102701
| (vi) | Cygnus General Partners, LLC, a Wyoming limited liability company (“Cygnus GP”), as the managing
member of Cygnus Opportunity; |
| (vii) | Cygnus Capital Real Estate Advisors II, LLC, a Wyoming limited liability company (“Cygnus Property
GP”), as the general partner and investment advisor of each of Cygnus IV, Cygnus V and Cygnus VI; |
| (viii) | Cygnus Capital, Inc., a Wyoming corporation (“Cygnus”), as the managing member of each of
Cygnus Capital, Cygnus GP and Cygnus Property GP; |
| (ix) | Christopher Swann, with respect to the Securities owned directly and indirectly by him, including as the
President and CEO of Cygnus; |
| (x) | Privet Fund LP, a Delaware limited partnership (“Privet Fund”), with respect to the Securities
owned directly by it; |
| (xi) | Privet Fund Management LLC, a Delaware limited liability company (“Privet Fund Management”),
as the general partner and investment manager of Privet Fund; and |
| (xii) | Ryan J. Levenson, with respect to the Securities owned indirectly by him as the managing member of Privet
Fund Management. |
Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party
to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
Set forth on Schedule A to the
Schedule 13D is the name and present principal occupation or employment, principal business address and citizenship of the executive officers
and directors of Cygnus. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons
listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required
to be disclosed herein.
(b) The
principal business address of each of Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI, Cygnus Capital, Cygnus GP, Cygnus Property GP,
Cygnus, and Mr. Swann is 3060 Peachtree Road NW, Suite 1080, Atlanta, Georgia 30305. The principal business address of each of Privet
Fund, Privet Fund Management and Mr. Levenson is 79 West Paces Ferry Road, Suite 200B, Atlanta, Georgia 30305.
(c) The
principal business of each of Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI and Privet Fund is investing in securities. The principal
business of Cygnus Capital is serving as the investment adviser to Cygnus Opportunity. The principal business of Cygnus GP is serving
as the general partner of Cygnus Opportunity. The principal business of Cygnus Property GP is serving as the general partner and investment
adviser to each of Cygnus IV and Cygnus V. The principal business of Cygnus is serving as the managing member of each of Cygnus Capital,
Cygnus GP and Cygnus Property GP. The principal business of Privet Fund Management is serving as the general partner and investment manager
of Privet Fund. The principal occupation of Mr. Levenson is serving as the managing member of Privet Fund Management.
(d) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
CUSIP No. 709102107, 709102503, 709102602,
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(e) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Messrs.
Swann and Levenson are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D
is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and
restated as follows:
The Securities purchased by
each of Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI and Privet Fund were purchased with working capital (which may, at any given
time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase
price of the 815,149 shares of Beneficial Interest, 79,299 shares of Series B Preferred Stock, 103,225 shares of Series C Preferred Stock
and 98,610 shares of Series D Preferred Stock beneficially owned by Cygnus Opportunity is approximately $1,415,499,
$744,779, $891,292 and $879,070, respectively, excluding brokerage commissions. The aggregate purchase price of the 630,317 shares of
Beneficial Interest, 35,362 shares of Series B Preferred Stock, 62,500 shares of Series C Preferred Stock and 16,500 shares of Series
D Preferred Stock beneficially owned by Cygnus IV is approximately $774,733, $329,830,
$567,902 and $151,718, respectively, excluding brokerage commissions. The aggregate purchase price of the 147,802 shares of Series B Preferred
Stock, 210,479 shares of Series C Preferred Stock and 165,000 shares of Series D Preferred Stock beneficially owned by Cygnus V is approximately
$951,262, $1,326,313 and $1,140,027, respectively, excluding brokerage commissions. The aggregate purchase price of the 41,485 shares
of Series B Preferred Stock and 71,781 shares of Series D Preferred Stock beneficially owned by Cygnus VI is approximately $324,544 and
$557,997, respectively, excluding brokerage commissions. The aggregate purchase price of the 2,910 shares of Series B Preferred Stock,
32,836 shares of Series C Preferred Stock and 73,227 shares of Series D Preferred Stock beneficially owned by Privet Fund is approximately
$15,695, $206,726 and $495,041, respectively, excluding brokerage commissions.
The Securities purchased by
Mr. Swann personally, including Securities held in an account by his spouse, which Mr. Swann shares voting and dispositive power over,
and an individual retirement account in Mr. Swann’s name, were purchased with personal funds (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the
191,000 shares of Beneficial Interest and 4,000 shares of Series D Preferred Stock beneficially owned by Mr. Swann is approximately $195,167
and $31,666, respectively, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to
add the following:
As previously disclosed, on
February 18, 2022, Cygnus V delivered a letter to the Issuer (the “Nomination Letter”), dated February 18, 2022, nominating
two highly qualified director candidates, Ryan J. Levenson and Christopher Swann, (collectively, the “Nominees”), for election
to the Board as Preferred Stock Trustees at the Issuer’s 2022 annual meeting of shareholders (the “Annual Meeting”).
On February 28, 2022, Cygnus issued a press release and open letter to the Issuer’s shareholders notifying shareholders of the nomination
of the Nominees for election at the Annual Meeting and describing Cygnus’ views concerning the opportunity for value creation at
the Issuer. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
CUSIP No. 709102107, 709102503, 709102602,
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| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby
amended and restated as follows:
(a)(b) See rows (11) and (13)
of the cover page to this Schedule 13D for the aggregate number of Securities, and percentage of the outstanding Securities, beneficially
owned by each of the Reporting Persons, respectively. See rows (7) through (10) of the cover page to this Schedule 13D for the number
of Securities as to which the Reporting Persons have the sole or shared power to vote or direct the vote of and sole or shared power to
dispose or to direct the disposition of.
The aggregate percentage of
Securities reported owned by each Reporting Person is based upon (i) 79,537,000 shares of Beneficial Interest, (ii) 3,450,000 shares of
Series B Preferred Stock outstanding, (iii) 6,900,000 shares of Series C Preferred Stock outstanding and (iv) 5,000,000 shares of Series
D Preferred Stock outstanding as of November 3, 2021, with respect to the Beneficial Interest, and September 30, 2021, with respect to
Outstanding Preferred Stock, as set forth on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 5, 2021.
(c) The transactions in the
Securities since the filing of Amendment No. 1 to the Schedule 13D by certain of the Reporting Persons, and the transactions in the Securities
by or on behalf of Privet Fund, Privet Fund Management and Mr. Levenson during the past sixty days, are set forth on Schedule A attached
hereto and are incorporated herein by reference.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Securities.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to
add the following:
On February 28, 2022, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the Securities to the extent required by applicable law. The Joint Filing Agreement is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby
amended to add the following exhibits:
99.1 Press
Release, dated February 28, 2022.
99.2 Joint
Filing Agreement by and among Cygnus Opportunity Fund, LLC, Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC, Cygnus Property
Fund VI, LLC, Cygnus Capital Advisers, LLC, Cygnus General Partners, LLC, Cygnus Capital Real Estate Advisors II, LLC, Cygnus Capital,
Inc., Christopher Swann, Privet Fund LP, Privet Fund Management LLC and Ryan J. Levenson, dated February 28, 2022.
CUSIP No. 709102107, 709102503, 709102602,
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SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 28, 2022
|
Cygnus Opportunity Fund, LLC |
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By: |
Cygnus General Partners, LLC, its general partner |
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By: |
Cygnus Capital, Inc., its managing member |
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By: |
/s/ Christopher Swann
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Name: |
Christopher Swann |
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Title: |
President and CEO |
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Cygnus Property Fund IV, LLC |
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By: |
Cygnus Capital Real Estate Advisors II, LLC, its general partner |
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By: |
Cygnus Capital, Inc., its managing member |
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
|
Cygnus Property Fund V, LLC |
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By: |
Cygnus Capital Real Estate Advisors II, LLC, its general partner |
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By: |
Cygnus Capital, Inc., its managing member |
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
CUSIP No. 709102107, 709102503, 709102602,
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Cygnus Property Fund VI, LLC |
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By: |
Cygnus Capital Real Estate Advisors II, LLC, its general partner |
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By: |
Cygnus Capital, Inc., its managing member |
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|
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
|
Cygnus Capital Advisers, LLC |
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By: |
Cygnus Capital, Inc., its managing member |
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
|
Cygnus General Partners, LLC |
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By: |
Cygnus Capital, Inc., its managing member |
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
|
Cygnus Capital Real Estate Advisors II, LLC |
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|
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By: |
Cygnus Capital, Inc., its managing member |
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|
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
|
Cygnus Capital, Inc. |
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By: |
/s/ Christopher Swann |
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Name: |
Christopher Swann |
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Title: |
President and CEO |
|
/s/ Christopher Swann
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|
Christopher Swann |
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CUSIP No. 709102107, 709102503, 709102602,
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Privet Fund LP |
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By: |
Privet Fund Management LLC, its general partner |
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By: |
/s/ Ryan J. Levenson |
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Name: |
Ryan J. Levenson |
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Title: |
Managing Member |
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Privet Fund Management LLC |
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By: |
/s/ Ryan J. Levenson |
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Name: |
Ryan J. Levenson |
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Title: |
Managing Member |
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/s/ Ryan J. Levenson |
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Ryan J. Levenson |
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CUSIP No. 709102107, 709102503, 709102602,
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SCHEDULE A
Transactions in the Securities Since the Filing
of Amendment No. 1 to the Schedule 13D1
Nature of Transaction |
Amount of Securities Purchased/(Sold) |
Price per Share ($) |
Date of Purchase/Sale |
Privet Fund LP
Purchase of Series B Preferred Stock |
2,910 |
5.39362 |
02/24/2022 |
Purchase of Series C Preferred Stock |
12,552 |
5.31893 |
02/24/2022 |
Purchase of Series D Preferred Stock |
6,684 |
5.27564 |
02/24/2022 |
Purchase of Series C Preferred Stock |
20,284 |
6.90025 |
02/25/2022 |
Purchase of Series D Preferred Stock |
66,543 |
6.90956 |
02/25/2022 |
1
The transactions listed herein represent all transactions in the Securities by or on behalf of Privet Fund, Privet Fund
Management or Mr. Levenson during the past sixty days.
2
The price reported is a weighted average price. The Securities were purchased in multiple transactions at prices ranging from $5.2500
to $5.4900. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of Securities purchased at each separate price within the
range set forth in this footnote 2.
3
The price reported is a weighted average price. The Securities were purchased in multiple transactions at prices ranging from $4.8000
to $5.5000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of Securities purchased at each separate price within the
range set forth in this footnote 3.
4
The price reported is a weighted average price. The Securities were purchased in multiple transactions at prices ranging from $4.8000
to $5.4600. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of Securities purchased at each separate price within the
range set forth in this footnote 4.
5
The price reported is a weighted average price. The Securities were purchased in multiple transactions at prices ranging from $6.2500
to $7.0000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of Securities purchased at each separate price within the
range set forth in this footnote 5.
6
The price reported is a weighted average price. The Securities were purchased in multiple transactions at prices ranging from $6.2900
to $7.0000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of Securities purchased at each separate price within the
range set forth in this footnote 6.