CUSIP No. 976391102
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Item 1(a). Name of Issuer:
Winthrop Realty Trust
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Item 1(b). Address of Issuer's Principal Executive Offices:
P.O. Box 9507, 7 Bulfinch Place, Suite 500,
Boston, Massachusetts 02114
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Item 2(a). Name of Person Filing:
Fairholme Capital Management, L.L.C.
Bruce R. Berkowitz
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
Bruce Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
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Item 2(c). Citizenship:
Fairholme Capital Management, L.L.C. - Delaware
Bruce R. Berkowitz - United States of America
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Item 2(d). Title of Class of Securities:
Common Shares of Beneficial Interest, $1 par value
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Item 2(e). CUSIP Number:
976391102
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
6,417,838.273 Common Shares of Winthrop Realty Trust are owned, in the
aggregate, by various investment vehicles managed by Fairholme Capital
Management, L.L.C. ("FCM"). Because Mr. Berkowitz, in his capacity as the
Managing Member of FCM, has voting or dispositive power over all shares
beneficially owned by FCM, he is deemed to have beneficial ownership of all such
shares so reported herein.
While the advisory relationship causes attribution to Bruce Berkowitz or FCM of
certain indicia of beneficial ownership for the limited purpose of this Schedule
13G, Bruce Berkowitz and FCM hereby disclaim ownership of these shares for
purposes of interpretations under the Internal Revenue Code of 1986, as amended,
or for any other purpose, except to the extent of their pecuniary interest.
(a) Amount beneficially owned:
Fairholme Capital Management, L.L.C.: 6,417,838.273
Bruce R. Berkowitz: 6,464,172.273
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(b) Percent of class:
Fairholme Capital Management, L.L.C.: 8.1%
Bruce R. Berkowitz: 8.2%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Fairholme Capital Management, L.L.C.: 0
Bruce R. Berkowitz: 46,334
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(ii) Shared power to vote or to direct the vote
Fairholme Capital Management, L.L.C.: 6,417,838.273
Bruce R. Berkowitz: 6,417,838.273
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(iii) Sole power to dispose or to direct the disposition of
Fairholme Capital Management, L.L.C.: 0
Bruce R. Berkowitz: 46,334
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(iv) Shared power to dispose or to direct the disposition of
Fairholme Capital Management, L.L.C.: 6,417,838.273
Bruce R. Berkowitz: 6,417,838.273
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
By signing below each reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
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