Statement of Beneficial Ownership (sc 13d)
12 Aprile 2019 - 10:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Pillarstone Capital REIT
(Name of Issuer)
Common Shares of Beneficial Interest,
$0.01 par value
(Title of Class of Securities)
721491 108
(CUSIP Number)
2600 South Gessner
Suite 555
Houston, Texas
77063
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
March 29, 2019
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Sections 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 Section 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).
CUSIP No. 69912Y305
1
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NAME
OF REPORTING PERSONS.
Kathy M. Jassem
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
*
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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)
OO
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5
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CHECK
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
New Jersey
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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
25,000**
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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
25,000**
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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
25,000**
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12
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CHECK
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)
5.81%***
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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This Schedule 13D
is filed by Kathy M. Jassem (the “Reporting Person”).
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**
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25,000 aggregate
common shares of beneficial interest (the “Common Shares”) of Pillarstone
Capital REIT (the “Issuer”) consists of 25,000 Common Shares issuable upon
the conversion of 2,500 Class C Preferred Shares, par value $0.01 per share (each
Class C Preferred Share is convertible into Common Shares at any time by dividing the
sum of $10.00 and any accrued but unpaid dividends on the Class C Preferred Shares
by the conversion price of $1.00).
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***
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The percentage is calculated based
upon 430,169 outstanding shares of beneficial interest, as reported on the Issuer’s
Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2019, as
adjusted to reflect the conversion of the Class C Preferred Shares.
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Item 1. Security and Issuer
This Schedule 13D
relates to the common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), of Pillarstone
Capital REIT, a Maryland real estate investment trust (the “Issuer”). The address of the Issuer’s principal
executive offices is 2600 South Gessner Road, Suite 555, Houston, Texas 77063.
Item 2. Identity and Background
This Schedule 13D
is filed by Kathy M. Jassem (the “Reporting Person”). The business address of the Reporting Person is 2600 South Gessner
Road, Suite 555, Houston, Texas 77063.
During the last five
years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) has not been a 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.
Item 3. Source and Amount of Funds or Other Consideration
On August 8, 2018,
Daryl J. Carter (“Carter”) resigned from his position as a Class III Trustee on the Board of Trustees of the Issuer.
On March 29, 2019, Carter entered into a Stock Purchase Agreement with the Reporting Person, pursuant to which Carter conveyed,
sold, and assigned 2,500 Class C Preferred Shares (the “Shares”) to the Reporting Person. The Reporting
Person purchased all such Shares from Carter, free and clear of all liens, restrictions and encumbrances, for an aggregate purchase
price of $10,000.00.
Item 4. Purpose of Transaction
The Reporting Person
intends to review the investment in the Issuer on a continuing basis and may, from time to time, depending on various factors,
including the Issuer’s financial position and strategic direction, the price of the Shares, laws and regulations applicable
to the Issuer and its industry, and general economic and industry conditions, take such actions with respect to its investment
in the Issuer as the Reporting Person may deem appropriate at such time, including changing intentions with respect to matters
required to be disclosed in this Schedule 13D. The Reporting Person may (i) acquire or dispose of Common Shares or other securities
of the Issuer, including derivative or other instruments that are based upon or relate to the value of the Common Shares of the
Issuer (collectively, “Securities”) in the open market or otherwise; (ii) nominate or recommend candidates to serve
on the Issuer’s board of directors; (iii) enter into or amend agreements with respect to voting, holding or disposing of
Securities; (iv) engage in discussions with management, the board of directors, other shareholders and other relevant parties
about, or take other actions concerning, corporate transactions or the Issuer’s business, strategy, plans, prospects, structure,
board composition, management, capitalization, dividend policy or corporate documents; or (v) propose or consider any one or more
of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
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(a)
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The information
set forth on rows 11 and 13 of the cover pages of this Schedule 13D is incorporated by
reference. The percentage set forth in row 13 is based upon 430,169 outstanding
shares, as reported on the Issuer’s Form 10-K, as filed with the Securities and
Exchange Commission on April 1, 2019, as adjusted to reflect the conversion of the Class
C Preferred Shares.
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(b)
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The information
set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated
by reference.
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(d)
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No person (other
than the Reporting 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, the Common Shares subject
to this Schedule 13D.
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Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Reference is made
to Items 3, 4 and 5 herein and is hereby incorporated by reference.
Item 7. Material to be Filed as Exhibits
Exhibit Number
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Description of Exhibits
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7.1
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Stock Purchase Agreement, by and between Kathy M.
Jassem and Daryl J. Carter, dated March 29, 2019
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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.
Date: April 10, 2019
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By:
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/s/ Kathy M. Jassem
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Name:
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Kathy M. Jassem
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Grafico Azioni Pillarstone Capital REIT (CE) (USOTC:PRLE)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Pillarstone Capital REIT (CE) (USOTC:PRLE)
Storico
Da Giu 2023 a Giu 2024