SEC Form 4 · accession 0000931017-16-000002
Winthrop Realty Trust · FUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Ashner
Officer — Chairman and CEO · Director
Period of report
May 18, 2016
Accepted (ET)
May 20, 2016 · 4:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000037008
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares of Beneficial InterestF1,F2,F3 | May 20, 2016 | G | 150,000 | — | A | 3,109,251 | I | see Notes |
| Common Shares of Beneficial InterestF2,F3 | May 19, 2016 | S | 5,000 | $9.83 | A | 3,104,251 | I | see notes |
| Common Shares of Beneficial InterestF4,F2,F3 | May 20, 2016 | S | 5,000 | $9.95 | A | 3,099,251 | I | see notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1No consideration was received for shares as they were transferred to Ashner Evergreen Foundation, a New York not-for-profit corporation (the "Foundation"), an entity which the Reporting Person is a director, as a bona fide gift.
- F2After giving effect to all reported transactions, Shares are comprised of (i) 2,671,369 shares held by FUR Investors LLC ("Investors"); (ii) 287,882 shares held directly by Michael L. Ashner and his wife; and (iii) 140,000 shares the Ashner Family Evergreen Foundation.
- F3The Reporting Person disclaims beneficial ownership of the shares held by the Foundation. For purposes of Section 16 of the Act: (i) Investors beneficially owns 2,671,369 shares of Beneficial Interest, (ii) FUR Holdings LLC beneficially owns the number of shares of Beneficial Interest listed by Investors as held by Investors, (iii) WEM-FUR Investors LLC ("WEM") beneficially owns 1,621,733 shares of Beneficial Interest and (iv) Mr. Ashner owns 1,282,518 of the shares beneficially owned by WEM. The shares held by Investors are subject to distribution to its members at any time upon request of such member.
- F4Shares were sold by the Foundation in order to meet existing charitable commitments of the Foundation. The Reporting Person had previously disclaimed beneficial ownership of the shares sold by the Foundation. It is presently expected that all of the 150,000 shares gifted to the Foundation will be sold to satisfy the Foundation's charitable commitments.