MIM Granite Real Estate, Inc.

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		55304X104

* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.

CUSIP No.		55304X104

* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.

CUSIP No.		55304X104

* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.

CUSIP No.		55304X104

* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.

CUSIP No.		55304X104

* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (as amended, the “ Schedule 13D ”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“ North Run ”), North Run GP, LP, a Delaware limited partnership (the “ GP ”), North Run Capital, LP, a Delaware limited partnership (the “ Investment Manager ”), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are the principals and sole members and limited partners, as applicable, of North Run, the GP and the Investment Manager. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “ Fund ”), North Run Qualified Partners, LP, a Delaware limited partnership (the “ QP Fund ”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “ Master Fund ”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “ Offshore Fund ”), are also general partners of the Master Fund. This Schedule 13D relates to Class A Subordinate Voting Shares of MI Developments Inc., an Ontario corporation (the “ Issuer ”), held by the Master Fund (the “ Shares ”).

Except as set forth below, all previously reported items remain unchanged.

Item 4. Purpose of the Transaction

The Shares were acquired and are held for investment purposes. The Shares were acquired in the ordinary course of business and not for the purpose of changing or influencing control of the Issuer.

The Reporting Persons will monitor and evaluate their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors of the Issuer and other stockholders of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors, including, without limitation (a) the Issuer’s business, operations, assets, financial condition and prospects; (b) market, general economic and other conditions; and (c) other investment opportunities available to the Reporting Persons, the Reporting Persons may take such actions with respect to this investment as they deem appropriate including, without limitation, (1) acquiring additional Shares or other securities of the Issuer, (2) making proposals to the Issuer regarding changes in the capitalization, ownership structure, operations or board representation, or (3) disposing of some or all of the Shares. Any such additional purchases or sales of the Shares may be in open market or privately negotiated transactions or otherwise.

Collectively with other large shareholders, together representing close to half of the outstanding Class A Shares as of March 4, 2009, the Reporting Persons have retained counsel to explore the legal remedies available to shareholders of the Issuer in connection with related party transactions involving Magna Entertainment Corp., including whether claims should be asserted against directors of the Issuer. Such counsel has engaged in correspondence informing the Issuer’s board of directors of such initiative, and urging the Ontario Securities Commission to examine and pursue appropriate enforcement action, and the Reporting Persons expect correspondence and communications on this and related matters, including appropriate judicial and regulatory submissions, to continue from time to time. The parties to such representation have not agreed to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer, and the Reporting Persons expressly disaffirm the existence of a “group” among the Reporting Persons and such shareholders within the meaning of Rule 13d-5 under the Act. The Reporting Persons will make their own voting and investment decisions with respect to the Shares, independent of any such decision-making by the other shareholders party to such representation.

Item 5. Interest in Securities of the Issuer

(c)

The trade date, number of Shares, and price per Share (including commissions) for all purchases and sales of Class A Shares in the 60 days preceding April 2, 2009 by the Reporting Persons are as follows: 529,744 Shares purchased February 5, 2009 for $5.80 per share; 710,692 Shares purchased February 9, 2009 for $7.55 per share; 55,700 Shares purchased March 11, 2009 for $5.50 per share; 4,500 Shares purchased March 12, 2009 for $5.60 per share; 200 Shares purchased March 17, 2009 for $5.60 per share and 5,400 Shares purchased March 20, 2009 for $5.60 per share. Such transactions were open-market transactions effected by the Master Fund.

Item 7. Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement, dated April 2, 2009, between North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 2, 2009

EXHIBIT INDEX

Exhibit
Number		Description
Exhibit 1		Joint Filing Agreement, dated April 2, 2009, between North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

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