Amended Statement of Beneficial Ownership (sc 13d/a)
30 Settembre 2021 - 10:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Retail Value
Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
76133Q 102
(CUSIP
Number)
David A. Brown
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3452
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 28, 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 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 ☐.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 76133Q 102
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SCHEDULE 13D
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Page
2
of 8 Pages
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1
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NAME OF
REPORTING PERSONS
Alexander
Otto
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (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 (See Instructions)
WC, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Germany
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP No. 76133Q 102
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SCHEDULE 13D
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Page
3
of 6 Pages
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This Amendment No. 5 (Amendment No. 5) amends and supplements the
statement on Schedule 13D initially filed by Alexander Otto and Katharina Otto-Bernstein on July 11, 2018, as amended by Amendment No. 1 filed on September 16, 2019, Amendment No. 2 filed on September 27, 2019, Amendment
No. 3 filed on October 21, 2019 and Amendment No. 4 filed on October 25, 2019 (as amended, the Original Filing). Katharina Otto-Bernstein ceased to be a reporting person on the Original Filing upon the filing of
Amendment No. 4 described in the preceding sentence. Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5.
Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Filing.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated as follows:
(a) On September 28, 2021, Alexander Otto sold 3,743,903 Common Shares to Katharina Otto-Bernstein for an aggregate purchase price of
$98,277,455. Upon such sale, Alexander Otto owns 0 Common Shares.
(b) Alexander Otto has sole voting power and sole dispositive power
with regard to 0 Common Shares.
(c) Other than as set forth herein, Alexander Otto has not effected any transactions in the Common Shares
in the last sixty days.
(d) Not applicable.
(e) On September 28, 2021, Alexander Otto ceased to be the beneficial owner of any Common Shares.
Item 7.
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Material to Be Filed as Exhibits.
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Exhibit 1
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Waiver Agreement, dated July 1, 2018, by and between Alexander Otto and Retail Value Inc., incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Retail
Value Inc. on July 2, 2018.
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Exhibit 2
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Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Alexander Otto, incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Persons on May 15, 2009.
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CUSIP No. 76133Q 102
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SCHEDULE 13D
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Page
4
of 6 Pages
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SIGNATURE
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: September 30, 2021
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ALEXANDER OTTO
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/s/ Dr. Thomas Finne
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By:
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Dr. Thomas Finne, managing director of KG
CURA Vermögensverwaltung G.m.b.H. & Co
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For:
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Alexander Otto
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EXHIBIT INDEX
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Exhibit 1
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Waiver Agreement, dated July 1, 2018, by and between Alexander Otto and Retail Value Inc., incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Retail
Value Inc. on July 2, 2018.
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Exhibit 2
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Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Alexander Otto, incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Persons on May 15, 2009.
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