Filed by the Registrant ☐
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Filed by a Party other than the Registrant ☒
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CIM COMMERCIAL TRUST CORPORATION
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(Name of Registrant as Specified in its Charter)
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LIONBRIDGE CAPITAL I, LP
LIONBRIDGE CAPITAL, LP
LIONBRIDGE CAPITAL GP, LLC
LIONBRIDGE GP, LLC
LIONBRIDGE ASSET MANAGEMENT, LLC
GREGORY MORILLO
THE RAVENSWOOD INVESTMENT COMPANY L.P.
RAVENSWOOD INVESTMENTS III L.P.
RAVENSWOOD MANAGEMENT COMPANY, LLC
ROBOTTI & COMPANY ADVISORS, LLC
ROBOTTI SECURITIES, LLC
ROBOTTI & COMPANY, INCORPORATED
ROBERT E. ROBOTTI
THOMAS D. FERGUSON
MARK C. GELNAW
RAYMOND V. MARINO II
JOHN S. MORAN
WINTHROP REALTY PARTNERS, L.P.
MICHAEL L. ASHNER
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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-with copies to-
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Phillip M. Goldberg
Foley & Lardner LLP 321 North Clark Street Suite 2800
Chicago, IL 60654-5313 (312) 832-4549
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Peter D. Fetzer
Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect Nominating Stockholders’ director nominees, Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, and Gregory Morillo (the “Nominees”) to the Board of
Directors of the Company (the “Board”).
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2.
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To vote “AGAINST” a non-binding advisory resolution approving the compensation paid to CIM Commercial Trust Corporation’s named executive officers.
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3.
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To ratify on an advisory (non-binding) basis of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2021.
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1.
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To vote “FOR” the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, and Gregory Morillo to the Board of
Directors of the Company (the “Board”).
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2.
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To vote “AGAINST” a non-binding advisory resolution approving the compensation paid to CIM Commercial Trust Corporation’s named
executive officers.
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Ratification on an advisory (non-binding) basis of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2021.
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1.
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FOR the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo.
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2.
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AGAINST the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers.
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3.
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FOR the ratification on an advisory (non-binding) basis of the appointment of BDO USA, LLP as the Company’s independent registered public
accounting firm for fiscal 2021
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•
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If your shares are registered in your own name, you can vote in one of several ways: (1) visit the website listed on the enclosed GOLD proxy card
to vote via the Internet; (2) call the telephone number specified on the enclosed GOLD proxy card to vote by telephone; (3) attend the Annual Meeting to vote in person; or (4) sign and date the
enclosed GOLD proxy card and return it today in the enclosed postage-paid envelope.
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•
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If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of the shares held in “street name,” and these proxy
materials, together with a GOLD voting form, are being forwarded to you by your broker, bank or other holder of record. As a beneficial owner, you must instruct
your broker, trustee or other representative how to vote. Your broker cannot vote your shares on your behalf without your instructions. Depending upon your broker, bank or other holder of record, you may be able to vote either by
telephone or by the Internet. You may also vote by signing, dating and returning the enclosed voting form.
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•
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Lionbridge Capital I, LP and its affiliates (collectively, “Lionbridge”) and The Ravenswood Investment Company L.P. and its affiliates (collectively, “Robotti”), as
stockholders, first began independently engaging with representatives of CMCT in 2019 and 2018, respectively.
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•
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On November 11, 2020, Lionbridge held a routine due diligence call with Steve Altebrando, Vice President of Portfolio Oversight for CIM Group. During the call, Mr. Morillo expressed his
concern regarding CMCT’s cost structure and service agreements with the Company’s external operator and administrative services provider, CIM Group, and requested a meeting with Richard Ressler, the Company’s chairman.
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On November 18, 2020, Lionbridge and Robotti spoke with David Thompson, the Company’s Chief Executive Officer, and Mr. Altebrando. On the call, Lionbridge and Robotti expressed its
concerns regarding, among other things, the structural weaknesses of CMCT and the circumstances surrounding the Company’s formation.
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On November 20, 2020, Lionbridge and Robotti entered into an agreement (the “Lionbridge/Robotti Agreement”), pursuant to which the parties agreed to coordinate certain efforts with
respect to the purchase and sale of shares of common stock of CMCT and other activities related to its engagement with the Company.
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On November 20, 2020, Lionbridge and Robotti sent a private letter (the “November 20th Letter”) to Mr. Thompson and Mr. Altebrando, which noted the
Company’s failure to respond to its numerous structural failings for an extended period and that Lionbridge and Robotti intended to submit a slate of alternative directors at the upcoming annual meeting in the hopes that the Board will
pursue a course of action that addresses CMCT’s structural flaws and persistent share discount. Accordingly, Lionbridge and Robotti requested a copy of the Proposed Nominee Questionnaire (“Questionnaire”). The November 20th Letter
expressed the desire by Lionbridge and Robotti to discuss viable, concrete options to realize fair value for stockholders.
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On November 24, 2020, Lionbridge and Robotti sent an email to Mr. Altebrando requesting confirmation that the Company received the November 20th Letter and reiterating its
request to receive the Questionnaire. Later that day, Mr. Altebrando confirmed receipt of the November 20th Letter and indicated the Questionnaire would be sent “shortly.”
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On November 30, 2020, Lionbridge and Robotti received the Questionnaire.
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On December 14, 2020, Lionbridge and Robotti delivered notice to CMCT of their intent to nominate the Nominees to the Board at the Company’s 2021 Annual Meeting of Stockholders.
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On December 30, 2020, the Company announced in an 8-K filing that Robert C. Cresci, a member of the Company’s Board of Directors, passed away on December 22, 2020.
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On January 13, 2021, Lionbridge and Robotti filed a Schedule 13D and issued a press release that included an open letter to the Board (the “January 13th Letter”)
announcing the nomination of the Nominees to the Board at the Company’s 2021 Annual Meeting of Stockholders. In the January 13th Letter, Lionbridge and Robotti expressed their concerns regarding the viability of CMCT as a
stand-alone going concern due to, among other things, its lack of scale, excessive cost structure and long history of poor corporate governance practices. The January 13th Letter further explained that board change is necessary
to protect the interests of the 79% majority independent stockholders of CMCT and that, if elected, a reconstituted board will undertake a comprehensive strategic review process that unlocks stockholder value.
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On February 11, 2021, the Company announced in an 8-K filing the appointment of a new director and chairman of the audit committee to fill the vacancy created by the passing of Mr.
Cresci.
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March 15, 2021, Lionbridge and Robotti issued a press release that included an open letter to the Board (“March 15th Letter”) reiterating, among other
things, the urgent need for the Board to explore strategic alternatives to maximize stockholder value and that such a review must be led by fully independent directors, unaffiliated with CIM Group, such as its Nominees. In its March 15th
Letter, Lionbridge and Robotti again expressed their willingness to discuss the need for Board reconstitution and to reach a resolution with the Board that is in the best interests of all CMCT stockholders.
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On May 25, 2021, Lionbridge and Robotti entered into a 13D Group Agreement with Winthrop Realty Partners, L.P. and Michael L. Ashner (the “13D Group Agreement”). Winthrop is a
vertically integrated real estate owner, operator and asset and property management firm. The firm has overseen as external advisor and manager six publicly traded real estate investment trusts, more than 45 publicly registered syndicated
limited partnerships and in excess of 150 privately syndicated limited partnerships. Winthrop has provided a proposal to replace CIM Group as CMCT’s external manager and administrative services provider. Winthrop’s proposal, if
implemented as intended, could reduce CMCT’s corporate overhead by more than 60%, or $0.76 per share annually.
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As of May 25, 2021, despite multiple opportunities for the Company’s Board and management team to engage with our nominees, CMCT has chosen not to do so.
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On May 25, 2021, we filed our Preliminary Proxy Statement.
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Thomas D. Ferguson: |
Mr. Ferguson, age 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office,
hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial
institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs
& Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for Paragon, a private real estate development
and management company headquartered in Dallas, where he was directly involved the company’s IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997. The Nominating Stockholders believe that Mr.
Ferguson’s extensive real estate investment and management experience together with his senior level experience working at a large investment firm will make him a valuable addition to the Board.
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Mark C. Gelnaw: |
Mr. Gelnaw, age 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of
Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and
emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the
strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm’s Global Equity Management
Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor’s degree in Accounting from Georgetown University and is a Certified Public
Accountant. The Nominating Stockholders believe that Mr. Gelnaw’s accounting background and his extensive investment management experience both at large public financial institutions and more recently through his own private company will make
him a valuable addition to the Board.
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Raymond V. Marino II: |
Mr. Marino, age 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission
West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the
Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five
states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held
several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree. The
Nominating Stockholders believe that Mr. Marino’s senior management roles in two publicly traded real estate investment trusts will make him a valuable addition to the Board.
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John S. Moran: |
Mr. Moran, age 60, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an
Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission and FINRA. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in
various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary
of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and
Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC. The Nominating Stockholders believe that Mr. Moran’s substantial investment
analyst experience, especially in the area of real estate investment trusts, will make him a valuable addition to the Board.
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Gregory Morillo: |
Mr. Morillo, age 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr.
Morillo founded Lionbridge Capital, LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP,
a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real
estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008. The Nominating Stockholders believe that Mr. Morillo will be a valuable addition to the Board because of
his extensive real estate investment and management experience, together with his familiarity with the capital markets and institutional investors.
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•
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If your shares are registered in your own name, you can vote in one of several ways: (1) visit the website listed on the enclosed GOLD proxy card
to vote via the Internet; (2) call the telephone number specified on the enclosed GOLD proxy card to vote by telephone; (3) attend the Annual Meeting to vote in person; or (4) sign and date the
enclosed GOLD proxy card and return it today in the enclosed postage-paid envelope.
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•
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If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of the shares held in “street name,” and these proxy
materials, together with a GOLD voting form, are being forwarded to you by your broker, bank or other holder of record. As a beneficial owner, you must instruct your
broker, trustee or other representative how to vote. Your broker cannot vote your shares on your behalf without your instructions. Depending upon your broker, bank or other holder of record, you may be able to vote either by
telephone or by the Internet. You may also vote by signing, dating and returning the enclosed voting form.
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1.
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FOR the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo to the Board.
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2.
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AGAINST the approval on an advisory (non-binding) basis the compensation of the Company’s named executive officers.
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3.
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FOR the ratification on an advisory (non-binding) basis the appointment of BDO USA, LLP as the Company’s independent registered public accounting
firm for the year ending December 31, 2021.
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Name
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Principal Occupation or Employment
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Name, Business and Address Employer
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Lionbridge Capital, LP
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Operates as a private investment partnership to invest in securities.
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600 Madison Avenue, 24th Floor, New York, NY 10022
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Robotti & Company Advisors, LLC
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Operates as an investment adviser.
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One Grand Central Plaza, 60 East 42nd Street,
Suite 3100, New York, NY 10165-0057
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Gregory Morillo
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Mr. Morillo is an independent investment management and real estate industry professional and founded Lionbridge Capital, LP
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600 Madison Avenue, 24th Floor, New York, NY 10022
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Thomas Ferguson
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Mr. Ferguson is a commercial real estate investment professional and is currently the managing member of 511 Partners, LLC.
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c/o 511 Partners, LLC, 3889 Maple Ave, Suite
350, Dallas, TX 75219
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Mark C. Gelnaw
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Mr.Gelnaw is a senior investment executive and is currently the managing partner of Breakwater Ventures, LLC.
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19100 SE County Line Rd, Tequesta, Florida 33469
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Raymond V. Marino II
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Mr. Marino was previously a member of the board of directors, president and chief operating officer of Mission West Properties, Inc.
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1600 West Hillsdale Blvd., Suite 204, San Mateo, CA 94402
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John S. Moran
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Mr. Moran is an investment analyst for Robotti Securities.
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c/o Robotti Securities LLC, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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Lionbridge Capital I, LP
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Lionbridge Capital I, LP operates as private investment partnership.
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600 Madison Avenue, 24th Floor, New York, NY 10022
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Lionbridge GP, LLC
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Lionbridge GP, LLC is the general partner of Lionbridge Capital, LP.
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600 Madison Avenue, 24th Floor, New York, NY 10022
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Lionbridge Capital GP, LLC
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Lionbridge Capital GP, LLC is the general partner of Lionbridge Capital I, LP and Lionbridge Capital Offshore Fund, LLC.
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600 Madison Avenue, 24th Floor, New York, NY 10022
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Lionbridge Asset Management, LLC
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Lionbridge Asset Management, LLC is the investment manager of Lionbridge Capital I, LP, Lionbridge Capital, LP and Lionbridge Capital Offshore Fund, LLC, and is responsible for the formulation and implementation of the investment strategy.
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600 Madison Avenue, 24th Floor, New York, NY 10022
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The Ravenswood Investment Company L.P.
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The Ravenswood Investment Company L.P. is a private investment partnership.
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One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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Ravenswood Investments III, L.P.
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Ravenswood Investments III, L.P. is a private investment partnership.
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One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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Ravenswood Management Company, LLC
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Ravenswood Management Company, LLC is the general partner of both The Ravenswood Investment Company L.P. and Ravenswood Investments III, L.P.
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One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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Robotti & Company, Incorporated
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Robotti & Company, Incorporated is the parent company to Robotti & Company Advisors, LLC and Robotti Securities, LLC.
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One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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Robotti Securities, LLC
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Robotti Securities, LLC is a registered broker-dealer.
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One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
Robert E. Robotti
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Robert Robotti is the President of Robotti & Company Advisors, LLC and Robotti Securities, LLC.
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c/o Robotti & Company, Incorporated, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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Winthrop Realty Partners, L.P.
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Winthrop Realty Partners L.P., together with its affiliates, is a a vertically integrated real estate owner, operator and asset and property management firm.
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Two Liberty Square
9th Floor
Boston, MA 02109
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Michael L. Ashner
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Michael L. Ashner is currently the Chief Executive Officer of Winthrop Realty Partners, L.P., Winthrop Capital Advisors
LLC and their affiliates. |
c/o Winthrop Capital Advisors LLC, 2 Jericho Plaza, Wing A, Suite 111, Jericho, New
York, 11753 |
Name
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Business Address
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Lionbridge Capital Offshore Fund Ltd.
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600 Madison Avenue, 24th Floor, New York, NY 10022
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Name and Address
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Shares Held Beneficially
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Percent of Class Beneficially Owned
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Shares Held of Record
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Shares Held By
Non-Participant Associates |
Lionbridge Capital I LP ("Lionbridge I")
600 Madison Avenue, 24th Floor
New York, NY 10022
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183,339(1)
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1.24%
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1,000
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0
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Lionbridge Capital, LP ("Lionbridge:)
600 Madison Avenue, 24th Floor
New York, NY 10022
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60,761(2)
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Less than 1%
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0
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0
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The Ravenswood Investment Company L.P. ("Ravenswood I")
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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293,415 (3)
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1.98%
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1,000
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0
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Ravenswood Investments III LP ("Ravenswood III")
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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174,135 (4)
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1.2%
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0
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0
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John S. Moran
c/o Robotti Securities LLC
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057
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35,859 (5)
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Less than 1%
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0
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0
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Robotti Securities, LLC ("Robotti Securities) One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
500 (5) |
Less than 1% | 0 | 0 |
Winthrop Realty Partners, L.P.
Two Liberty Square
9th Floor
Boston, MA 02109
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148,976 (6)
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1.00%
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0
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0
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(1)
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Lionbridge Capital GP, LLC (“Lionbridge I GP”), as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I. Lionbridge Asset
Management, LLC (“Lionbridge AM”), as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I. Gregory Morillo, as the managing
member of each of Lionbridge GP, LLC (“Lionbridge GP”), Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I.
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(2)
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Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge. Lionbridge AM, as the asset manager of each of
Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I. Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM,
may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I.
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(3)
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Ravenswood Management Company, LLC (“Ravenswood Management”), as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned
directly by Ravenswood I and Ravenswood III. Robotti & Company Advisors, LLC (“Robotti Advisors”), as the investment adviser of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of
Common Stock owned directly by Ravenswood I and Ravenswood III. Robotti & Company, Incorporated (“Robotti & Company”), (a) as the parent company of Robotti Advisors, may be deemed to be the beneficial owner of the 467,550 shares
of Common Stock owned directly by Ravenswood I and Ravenswood III, and (b) as the parent of Robotti Securities, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed by Robotti
Securities for a customer. Mr. Robotti, as the Managing Director of Ravenswood Management, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Mr. Robotti, as
the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which Robotti Advisors acts as
investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer.
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(4)
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Ravenswood Management, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood
III. Robotti Advisors, as the investment adviser of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Robotti &
Company, (a) as the parent company of Robotti Advisors, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, and (b) as the parent of Robotti Securities, may be
deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer. Mr. Robotti, as the Managing Director of Ravenswood Management, may be deemed to be the beneficial
owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Mr. Robotti, as the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 467,550
shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which Robotti Advisors acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a
customer.
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(5)
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Robotti Securities may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by Robotti & Company. Mr. Robotti, as the President and
controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer.
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(6)
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Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop Realty Partners, L.P.
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Number of Shares of the Common Stock
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Party
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Date of Purchase/ Sale
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Buy/ Sell
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||||
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John Moran
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5/31/2019
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Sell
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604
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John Moran
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6/5/2019
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Sell
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2,031
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|||
John Moran
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6/6/2019
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Sell
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600
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John Moran
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6/13/2019
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Sell
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4,386
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|||
John Moran
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6/14/2019
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Sell
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5,303
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John Moran
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6/20/2019
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Sell
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400
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John Moran
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6/21/2019
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Sell
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100
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John Moran
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6/28/2019
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Sell
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606
|
|||
John Moran
|
7/1/2019
|
Sell
|
506
|
|||
John Moran
|
7/2/2019
|
Sell
|
1,742
|
|||
John Moran
|
7/3/2019
|
Sell
|
100
|
|||
John Moran
|
8/9/2019
|
Sell
|
14,581
|
|||
John Moran
|
8/13/2019
|
Sell
|
13,622
|
|||
John Moran
|
8/13/2019
|
Sell
|
2,490
|
|||
John Moran
|
9/10/2019
|
Buy
|
10,000
|
|||
John Moran
|
9/10/2019
|
Buy
|
10,000
|
|||
John Moran
|
9/11/2019
|
Buy
|
2,000
|
|||
John Moran
|
9/19/2019
|
Buy
|
5,051
|
|||
John Moran
|
9/20/2019
|
Buy
|
4,874
|
|||
John Moran
|
10/4/2019
|
Buy
|
5,000
|
|||
John Moran
|
10/7/2019
|
Buy
|
5,099
|
|||
John Moran
|
10/8/2019
|
Buy
|
5,000
|
|||
John Moran
|
11/19/2019
|
Buy
|
5,000
|
|||
John Moran
|
11/20/2019
|
Buy
|
5,000
|
|||
John Moran
|
11/20/2019
|
Buy
|
5,000
|
John Moran
|
12/20/2019
|
Buy
|
10,000
|
|||
Robotti Securities
|
3/3/2020
|
Buy
|
500
|
|||
John Moran
|
3/20/2020
|
Sell
|
12,949
|
|||
John Moran
|
3/20/2020
|
Sell
|
27,051
|
|||
John Moran
|
3/24/2020
|
Sell
|
18,115
|
|||
John Moran
|
10/16/2020
|
Buy
|
12,000
|
|||
The Ravenswood Investment Company L.P.
("Ravenswood I")
|
10/21/2020
|
Buy
|
14,871
|
|||
Ravenswood Investments III, L.P.
("Ravenswood III")
|
10/21/2020
|
Buy
|
9,115
|
|||
Ravenswood I
|
10/22/2020
|
Buy
|
16,129
|
|||
Ravenswood III
|
10/22/2020
|
Buy
|
9,885
|
|||
Ravenswood I
|
10/23/2020
|
Buy
|
1,708
|
|||
Ravenswood III
|
10/23/2020
|
Buy
|
1,092
|
|||
Ravenswood I
|
10/26/2020
|
Buy
|
772
|
|||
Ravenswood III
|
10/26/2020
|
Buy
|
494
|
|||
Ravenswood I
|
10/28/2020
|
Buy
|
9,707
|
|||
Ravenswood III
|
10/28/2020
|
Buy
|
6,206
|
|||
Ravenswood I
|
10/29/2020
|
Buy
|
773
|
|||
Ravenswood III
|
10/29/2020
|
Buy
|
494
|
|||
Ravenswood I
|
10/30/2020
|
Buy
|
227
|
|||
Ravenswood III
|
10/30/2020
|
Buy
|
145
|
|||
Ravenswood I
|
11/2/2020
|
Buy
|
3,794
|
|||
Ravenswood III
|
11/2/2020
|
Buy
|
2,426
|
|||
Ravenswood I
|
11/3/2020
|
Buy
|
2,067
|
|||
Ravenswood III
|
11/3/2020
|
Buy
|
1,322
|
|||
Ravenswood I
|
11/4/2020
|
Buy
|
10,635
|
|||
Ravenswood III
|
11/4/2020
|
Buy
|
6,799
|
|||
John Moran
|
11/10/2020
|
Buy
|
5,000
|
|||
Ravenswood I
|
11/11/2020
|
Buy
|
392
|
|||
Ravenswood III
|
11/11/2020
|
Buy
|
250
|
|||
Ravenswood I
|
11/12/2020
|
Buy
|
3,966
|
|||
Ravenswood III
|
11/12/2020
|
Buy
|
2,536
|
|||
Ravenswood I
|
11/13/2020
|
Buy
|
30,500
|
|||
Ravenswood III
|
11/13/2020
|
Buy
|
19,500
|
|||
Ravenswood I
|
11/17/2020
|
Buy
|
15,250
|
|||
Ravenswood III
|
11/17/2020
|
Buy
|
9,750
|
|||
Ravenswood I
|
11/19/2020
|
Buy
|
4,881
|
|||
Ravenswood III
|
11/19/2020
|
Buy
|
3,120
|
|||
Ravenswood I
|
11/23/2020
|
Buy
|
21,350
|
|||
Ravenswood III
|
11/23/2020
|
Buy
|
13,650
|
|||
Ravenswood I
|
11/25/2020
|
Buy
|
21,533
|
|||
Ravenswood III
|
11/25/2020
|
Buy
|
13,767
|
|||
Ravenswood I
|
11/30/2020
|
Buy
|
21,118
|
|||
Ravenswood III
|
11/30/2020
|
Buy
|
13,501
|
Ravenswood I
|
12/2/2020
|
Buy
|
2,371
|
|||
Ravenswood III
|
12/2/2020
|
Buy
|
1,516
|
|||
Ravenswood I
|
12/3/2020
|
Buy
|
9,934
|
|||
Ravenswood III
|
12/3/2020
|
Buy
|
6,351
|
|||
Ravenswood I
|
12/4/2020
|
Buy
|
5,287
|
|||
Ravenswood III
|
12/4/2020
|
Buy
|
3,380
|
|||
Ravenswood I
|
12/8/2020
|
Buy
|
11,051
|
|||
Ravenswood III
|
12/8/2020
|
Buy
|
7,065
|
|||
Ravenswood I
|
12/10/2020
|
Buy
|
24,590
|
|||
Ravenswood III
|
12/10/2020
|
Buy
|
15,722
|
|||
Ravenswood I
|
12/11/2020
|
Buy
|
6,405
|
|||
Ravenswood III
|
12/11/2020
|
Buy
|
4,095
|
|||
Ravenswood I
|
12/14/2020
|
Buy
|
4,938
|
|||
Ravenswood III
|
12/14/2020
|
Buy
|
3,157
|
|||
Ravenswood I
|
12/15/2020
|
Buy
|
1,587
|
|||
Ravenswood III
|
12/15/2020
|
Buy
|
1,014
|
|||
Ravenswood I
|
12/17/2020
|
Buy
|
6,045
|
|||
Ravenswood III
|
12/17/2020
|
Buy
|
3,865
|
|||
Ravenswood I
|
12/18/2020
|
Buy
|
190
|
|||
Ravenswood III |
12/18/2020
|
Buy
|
121
|
|||
Ravenswood I
|
12/21/2020
|
Buy
|
6,425
|
|||
Ravenswood I
|
12/29/2020
|
Buy
|
2,991
|
|||
Ravenswood III
|
12/29/2020
|
Buy
|
1,912
|
|||
Ravenswood I
|
12/30/2020
|
Buy
|
1,952
|
|||
Ravenswood III |
12/30/2020
|
Buy
|
1,248
|
|||
Ravenswood I
|
12/31/2020
|
Buy
|
3,330
|
|||
Ravenswood III
|
12/31/2020
|
Buy
|
2,129
|
|||
Ravenswood I
|
1/4/2021
|
Buy
|
6,238
|
|||
Ravenswood I
|
1/5/2021
|
Buy
|
10,607
|
|||
Ravenswood III
|
1/5/2021
|
Buy
|
911
|
|||
Ravenswood I
|
1/6/2021
|
Buy
|
8,620
|
|||
Ravenswood III
|
1/6/2021
|
Buy
|
5,062
|
|||
Ravenswood I
|
1/8/2021
|
Buy
|
100
|
|||
Ravenswood III
|
1/8/2021
|
Buy
|
1,900
|
|||
John Moran
|
2/23/2021
|
Buy
|
2,000
|
|||
John Moran
|
2/23/2021
|
Buy
|
2,950
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Date of
Purchase/Sale
|
Purchase
|
4,688
|
11/16/2020
|
Purchase
|
1,000
|
11/17/2020
|
Purchase
|
9,000
|
11/18/2020
|
Purchase
|
3,015
|
11/20/2020
|
Purchase
|
2,006
|
11/24/2020
|
Purchase
|
12,065
|
11/27/2020
|
Purchase
|
3,000
|
12/4/2020
|
Purchase
|
3,383
|
12/7/2020
|
Purchase
|
8,454
|
12/9/2020
|
Purchase
|
20,000
|
12/15/2020
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Date of
Purchase/Sale
|
Purchase
|
2000
|
11/18/2020
|
Purchase
|
6000
|
11/24/2020
|
Purchase
|
4000
|
11/27/2020
|
Purchase
|
1000
|
12/2/2020
|
Purchase
|
236
|
12/7/2020
|
Purchase
|
4000
|
12/9/2020
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Date of
Purchase/Sale
|
Purchase
|
5,565
|
4/23/2021
|
Purchase
|
14,052
|
4/26/2021
|
Purchase
|
10,000
|
4/27/2021
|
Purchase
|
10,000
|
4/28/2021
|
Purchase
|
9,689
|
4/29/2021
|
Purchase
|
20,000
|
4/30/2021
|
Purchase
|
14,900
|
5/3/2021
|
Purchase
|
6,130
|
5/4/2021
|
Purchase
|
4,000
|
5/5/2021
|
Purchase
|
5,000
|
5/6/2021
|
Purchase
|
4,000
|
5/7/2021
|
Purchase
|
6,000
|
5/10/2021
|
Purchase
|
7,500
|
5/11/2021
|
Purchase
|
7,500
|
5/13/2021
|
Purchase
|
7,500
|
5/14/2021
|
Purchase
|
5,500
|
5/17/2021
|
Purchase
|
4,140
|
5/18/2021
|
Purchase
|
7,500
|
5/19/2021
|
1.
|
ELECTION OF DIRECTORS- To elect Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo:
|
2.
|
APPROVAL OF A NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO CMCT’S NAMED EXECUTIVE OFFICERS
|
3.
|
RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021.
|
4.
|
APPROVAL OF ANY PROPOSAL BY THE COMPANY TO ADJOURN THE ANNUAL MEETING TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL VOTES.
|