SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CIM Commercial Trust Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
125525584
(CUSIP Number)
CIM Commercial Trust Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
125525584
(CUSIP Number)
Greg Morillo
c/o Lionbridge Capital I LP
600 Madison Avenue, 24th Floor
New York, New York 10022
(212) 300-8003
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a Copy to:
Robert E. Robotti
Robotti & Company, Incorporated
One Grand Central Place
60 East 42nd Street, Suite 3100
New York, NY 10165-0057
(212) 986-4800
June 15, 2021
(Date of Event Which Requires Filing 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 Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. [ ]
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CUSIP No.: 125525584
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Page 2 of 21
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1.
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Name of Reporting Persons
Lionbridge Capital I, LP*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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
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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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Citizen or Place of Organization
Delaware
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
183,339
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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
183,339
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,339
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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)
1.23%
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|
14.
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Type of Reporting Person
PN
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 3 of 21
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1.
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Name of Reporting Persons
Lionbridge Capital, LP*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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
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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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Citizen or Place of Organization
Delaware
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
60,761
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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
60,761
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
60,761
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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)
Less than 1%
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14.
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Type of Reporting Person
PN
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 4 of 21
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1.
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Name of Reporting Persons
Lionbridge Capital GP, LLC*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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)
AF
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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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Citizen or Place of Organization
Delaware
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
183,339
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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
183,339
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,339
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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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||
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13.
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Percent of Class Represented by amount in Row (11)
1.23%
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14.
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Type of Reporting Person
OO
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 5 of 21
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1.
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Name of Reporting Persons
Lionbridge GP, LLC*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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)
AF
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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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Citizen or Place of Organization
Delaware
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||
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
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|
8.
|
Shared Voting Power
60,761
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||
|
9.
|
Sole Dispositive Power
0
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||
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10.
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Shared Dispositive Power
60,761
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||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
60,761
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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)
Less than 1%
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14.
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Type of Reporting Person
OO
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 6 of 21
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1.
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Name of Reporting Persons
Lionbridge Asset Management, LLC*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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)
AF
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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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Citizen or Place of Organization
Delaware
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
244,100
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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
244,100
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
244,100
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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)
1.64%
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14.
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Type of Reporting Person
OO
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 7 of 21
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1.
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Name of Reporting Persons
Greg Morillo*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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)
AF
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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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Citizen or Place of Organization
United States
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
244,100
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||
|
9.
|
Sole Dispositive Power
0
|
||
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10.
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Shared Dispositive Power
244,100
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
244,100
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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)
1.64%
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14.
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Type of Reporting Person
IN, HC
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 8 of 21
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1.
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Name of Reporting Persons
The Ravenswood Investment Company L.P.*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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
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5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
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||
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6.
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Citizen or Place of Organization
Delaware
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||
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
293,415
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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
293,415
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
293,415
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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)
1.98%
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14.
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Type of Reporting Person
PN
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 9 of 21
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1.
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Name of Reporting Persons
Ravenswood Investments III, L.P.*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
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3.
|
SEC use only
|
||
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4.
|
Source of Funds (see instructions)
WC
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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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Citizen or Place of Organization
New York
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
174,135
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9.
|
Sole Dispositive Power
0
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10.
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Shared Dispositive Power
174,135
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
174,135
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12.
|
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)
1.17%
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14.
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Type of Reporting Person
PN
|
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 10 of 21
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1.
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Name of Reporting Persons
Ravenswood Management Company, LLC*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
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3.
|
SEC use only
|
||
|
4.
|
Source of Funds (see instructions)
AF
|
||
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5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
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6.
|
Citizen or Place of Organization
New York
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||
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
467,550
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||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
467,550
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
|
||
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
|
||
|
14.
|
Type of Reporting Person
HC
|
||
* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 11 of 21
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1.
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Name of Reporting Persons
Robotti & Company Advisors, LLC*
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2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
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3.
|
SEC use only
|
||
|
4.
|
Source of Funds (see instructions)
WC
|
||
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5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
|
6.
|
Citizen or Place of Organization
New York
|
||
|
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
467,550
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||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
467,550
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||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
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||
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
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13.
|
Percent of Class Represented by amount in Row (11)
3.15%
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14.
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Type of Reporting Person
IA, OO
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 12 of 21
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1.
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Name of Reporting Persons
Robotti & Company, Incorporated*
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2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
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3.
|
SEC use only
|
||
|
4.
|
Source of Funds (see instructions)
AF
|
||
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5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
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6.
|
Citizen or Place of Organization
New York
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||
|
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
467,550
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||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
467,550
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||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
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||
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
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||
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14.
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Type of Reporting Person
HC, OO
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 13 of 21
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1.
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Name of Reporting Persons
Robert E. Robotti*
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2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
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3.
|
SEC use only
|
||
|
4.
|
Source of Funds (see instructions)
AF
|
||
|
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
|
6.
|
Citizen or Place of Organization
United States
|
||
|
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
467,550
|
||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
467,550
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
|
||
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
|
||
|
14.
|
Type of Reporting Person
IN, HC
|
||
* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 14 of 21
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1.
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Name of Reporting Persons
Thomas D. Ferguson*
|
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2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
|
3.
|
SEC use only
|
||
|
4.
|
Source of Funds (see instructions)
OO
|
||
|
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
|
6.
|
Citizen or Place of Organization
United States
|
||
|
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by amount in Row (11)
0%
|
||
|
14.
|
Type of Reporting Person
IN
|
||
* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
|
Page 15 of 21
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1.
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Name of Reporting Persons
Mark C. Gelnaw*
|
||
|
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
|
3.
|
SEC use only
|
||
|
4.
|
Source of Funds (see instructions)
OO
|
||
|
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
|
6.
|
Citizen or Place of Organization
United States
|
||
|
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by amount in Row (11)
0%
|
||
|
14.
|
Type of Reporting Person
IN
|
||
* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 16 of 21
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1.
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Name of Reporting Persons
Raymond V. Marino II*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (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)
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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Citizen or Place of Organization
United States
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Number of
Shares Beneficially Owned By Each Reporting Person With |
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%
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14.
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Type of Reporting Person
IN
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 17 of 21
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1.
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Name of Reporting Persons
John S. Moran*
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
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||
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3.
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SEC use only
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||
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4.
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Source of Funds (see instructions)
PF
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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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Citizen or Place of Organization
United States
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Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
35,859
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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
35,859
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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
35,859
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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)
Less than 1%
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14.
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Type of Reporting Person
IN
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* The information relating to the Shares disclosed in this Statement is as of June 15, 2021, and is based on 14,847,742
Shares outstanding as of May 6, 2021, with percentages calculated in accordance with the requirements of Rule 13d-3 under the Act. See Item 5 for details.
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CUSIP No.: 125525584
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Page 18 of 21
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Explanatory Note
This filing is being made to remove each of Winthrop Realty Partners, L.P., Michael L. Ashner, Winthrop Strategic
Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC (collectively, “Winthrop”), as a party to the 13D Group
Agreement. Accordingly, Winthrop is no longer a participant in the solicitation by Lionbridge (as defined below) and Robotti (as defined below) to elect five
highly-qualified independent directors to the board of CIM Commercial Trust Corporation; and Winthrop is no longer deemed a member of the Lionbridge-Robotti “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, as Winthrop is no longer coordinating its activities with Lionbridge and Robotti with regard to the solicitation. Except as noted herein, the information for Lionbridge Capital I, LP and its affiliates (collectively, “Lionbridge”) and The Ravenswood Investment Company L.P. and its affiliates (collectively, “Robotti”) is not being updated and remains accurate.
The portions of the amended and restated Schedule 13D, as filed with the Securities and Exchange Commission on May
27, 2021 and as amended to date (the “Amended and Restated 13D”), that are not supplemented or amended below remain unchanged by the filing of this Amendment
No. 4 to the Amended and Restated 13D. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated
13D.
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Item 2.
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Identity and Background
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Item 2 of the Amended and Restated 13D is hereby amended to eliminate references to Winthrop
Realty Partners, L.P., Michael L. Ashner, Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Amended and Restated 13D is hereby amended to eliminate references to Winthrop
Realty Partners, L.P., Michael L. Ashner, Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC.
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Item 4.
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Purpose of Transaction
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Item 4 of the Amended and Restated 13D is hereby supplemented as set forth below.
On June 15, 2021, Winthrop Realty Partners, L.P., Michael L. Ashner, Winthrop Strategic Real
Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC delivered a notice to Lionbridge and Robotti that they were electing to terminate their respective obligations under the Group Agreement and withdraw from
the Group effective at 1:00 pm eastern time on June 16, 2021.
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CUSIP No.: 125525584
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Page 19 of 21
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Amended and Restated 13D is hereby amended to eliminate references to Winthrop
Realty Partners, L.P., Michael L. Ashner, Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: June 16, 2021
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Lionbridge Capital I LP
By: Lionbridge Capital GP, LLC, its
General Partner
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge Capital LP
By: Lionbridge GP, LLC, its
General Partner
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge Capital GP, LLC
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge GP, LLC
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge Asset Management, LLC
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
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Ravenswood Management Company, LLC
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Director
The Ravenswood Investment Company L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Director
Ravenswood Investments III, L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Director
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
Robotti & Company, Incorporated
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
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Individuals:
/s/ Greg Morillo
Greg Morillo
/s/ Robert E. Robotti
Robert E. Robotti
/s/ Thomas D. Ferguson
Thomas D. Ferguson
/s/ Mark C. Gelnaw
Mark C. Gelnaw
/s/ Raymond V. Marino II
Raymond V. Marino II
/s/ John S. Moran
John S. Moran