CUSIP No. 76120W708
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SCHEDULE 13G
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Page
13 of 15
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ITEM 3.
If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4.
Ownership
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
Oaktree Real Estate Debt Holdings, Ltd. holds $16,439,000 principal amount of Notes, which is convertible into 1,286,307 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes (representing approximately 3.9% of outstanding Shares).
Investin Pro RED Holdings, LLC holds $3,177,000 principal amount of Notes, which is convertible into 248,592 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes (representing approximately 0.8% of outstanding Shares).
Oaktree Capital Management, L.P., in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd. and the manager of Investin Pro RED Holdings, LLC, has the ability to direct the management of the business of Oaktree Real Estate Debt Holdings, Ltd. and Investin Pro RED Holdings, LLC, respectively, including the power to vote and dispose of securities held by them; therefore, Oaktree Capital Management, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd. and Investin Pro RED Holdings, LLC.
Oaktree TSE-16 Real Estate Debt, LLC holds $2,545,000 principal amount of Notes, which is convertible into 199,139 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes (representing approximately 0.6% of outstanding Shares).
Oaktree Fund GP IIA, LLC, in its capacity as the manager of Oaktree TSE-16 Real Estate Debt, LLC, has the ability to direct the management of the business of Oaktree TSE-16 Real Estate Debt, LLC, including the power to vote and dispose of securities held by it; therefore, Oaktree Fund GP IIA, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree TSE-16 Real Estate Debt, LLC.
Oaktree Fund GP II, L.P., in its capacity as the managing member of Oaktree Fund GP IIA, LLC, has the ability to direct the management of the business of Oaktree Fund GP IIA, LLC, including with regard to the voting and disposition of securities held by Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Fund GP II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree TSE-16 Real Estate Debt, LLC.
Oaktree Capital II, L.P., in its capacity as the general partner of Oaktree Fund GP II, L.P., has the ability to direct the business of Oaktree Fund GP II, L.P., including with regard to the voting and disposition of securities held by Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree TSE-16 Real Estate Debt, LLC.
Oaktree Holdings, Inc., in its capacity as the general partner of Oaktree Capital Management, L.P. and the general Partner of Oaktree Capital II, L.P., has the ability to direct the management of the business of Oaktree Capital Management, L.P. and Oaktree Capital II, L.P., respectively, in each case, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Holdings, Inc. may be deemed to beneficially
CUSIP No. 76120W708
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SCHEDULE 13G
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Page
14 of 15
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own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC.
Oaktree Capital Group, LLC, in its capacity as the sole shareholder of Oaktree Holdings, Inc., has the ability to direct the management of the business of Oaktree Holdings, Inc., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC.
Oaktree Capital Group Holdings GP, LLC as the duly elected manager of Oaktree Capital Group, LLC, has the ability to direct the management and business of Oaktree Capital Group, LLC, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC.
All calculations of percentage ownership in this Schedule 13G are based on an aggregate of 33,122,250 Shares outstanding comprised of (i) 31,388,212 Shares outstanding as of August 4, 2017, as reported by the Issuer on its Form 10-Q and (ii) 1,734,038 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the initial conversion rate for such Notes.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such persons pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
ITEM 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o
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ITEM 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
ITEM 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
ITEM 8.
Identification and Classification of Members of the Group.
Not applicable.
ITEM 9.
Notice of Dissolution of Group.
Not applicable.