UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.
1
)
*
|
MI
Developments Inc.
|
|
(Name
of Issuer)
|
|
Class
A Subordinate Voting Shares
|
|
(Title
of Class of Securities)
|
|
55304X104
|
|
(Cusip
Number)
|
|
June
22, 2011
|
|
(Date
of Event which Requires Filing of this Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following pages)
Page 1 of
25 Pages
Exhibit
Index Found on Page 24
13G
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
483,630
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
483,630
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,630
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Institutional Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
375,575
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
375,575
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,575
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Institutional Partners II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
39,400
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
39,400
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,400
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Offshore Investors II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,479,438
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
1,479,438
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,438
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital (AM) Investors, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
41,073
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
41,073
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,073
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Partners, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Richard
B. Fried
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Daniel
J. Hirsch
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Monica
R. Landry
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by her on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Michael
G. Linn
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Stephen
L. Millham
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Rajiv
A. Patel
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Thomas
G. Roberts, Jr.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Andrew
J. M. Spokes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Thomas
F. Steyer
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
John
R. Warren
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Mark
C. Wehrly
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
** The
reporting persons making this filing hold an aggregate of
2,419,116 Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
2,419,116
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Preliminary
Note
: Pursuant to Rule 13d-1(h) under the Securities Exchange
Act of 1934, as amended, this Amendment No. 1 to Schedule 13G (this “Schedule
13G”) amends (i) the Schedule 13G initially filed on March 17, 2006 by the
Reporting Persons (as defined below) and (ii) the Schedule 13D initially filed
on May 11, 2006 (together with Amendments Nos. 1-12 thereto, the “Schedule 13D”)
by the Reporting Persons.
Pursuant
to the terms of the Support Agreement entered into by certain of the Reporting
Persons with 445327 Ontario Limited, an entity controlled by the Stronach Trust,
on December 22, 2010 (the “Support Agreement”), as described in the Schedule
13D, the Reporting Persons party thereto have the right, upon notice to the
Company (as defined below), to terminate their obligations under the Support
Agreement following the meeting of the Company’s shareholders to approve the
Transaction (as defined in the Support Agreement). As reported by the
Company in its Form 6-K filed with the Securities and Exchange Commission on
March 29, 2011, such meeting occurred on March 29, 2011 and at such meeting
the Transaction was approved by the Company’s shareholders.
Accordingly, pursuant to a notice executed on June 22, 2011, such Reporting
Persons terminated their obligations under the Support
Agreement.
Item 1
.
Issuer
(a)
Name of
Issuer
:
MI
Developments Inc. (the “Company”)
(b)
Address of Issuer’s
Principal Executive Offices
:
455 Magna
Drive, Aurora, Ontario, Canada L4G 7A9
Item 2.
Identity and
Background
Title of Class of Securities
and CUSIP Number (Items 2(d) and (e)
)
This
statement relates to Class A Subordinate Voting Shares (the “Class A Shares”)
of
the
Company. The CUSIP number of the Class A Shares is
55304X104.
Name of Persons Filing,
Address of Principal Business Office and Citizenship (Items 2(a), (b) and
(c))
This
statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
The Farallon
Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited partnership (“FCP”),
with respect to the Class A Shares held by
it;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited
partnership (“FCIP”), with respect to the Class A Shares held by
it;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited
partnership (“FCIP II”), with respect to the Class A Shares held by
it;
|
|
(iv)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted
limited partnership (“FCOI II”), with respect to the Class A
Shares held by it; and
|
|
(v)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership
(“FCAMI”), with respect to the Class A Shares held by
it.
|
FCP, FCIP, FCIP II, FCOI II and FCAMI are together referred to herein as the
“Farallon Funds.”
The Farallon General
Partner
|
(vi)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the
“Farallon General Partner”), which is the general partner of each of
the Farallon Funds, with respect to the Class A Shares held by each
of the Farallon Funds.
|
The Farallon Managing
Members
|
(vii)
|
The
following persons, each of whom is a managing member of the Farallon
General Partner, with respect to the Class A Shares held by the Farallon
Funds: Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”),
Monica R. Landry (“Landry”), Michael G. Linn (“Linn”), Stephen L.
Millham (“Millham”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr.
(“Roberts”),
Andrew
J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”), John R. Warren
(“Warren”) and Mark C. Wehrly
(“Wehrly”).
|
Fried,
Hirsch, Landry, Linn, Millham, Patel, Roberts, Spokes, Steyer, Warren and Wehrly
are together referred to herein as the “Farallon Individual Reporting
Persons.”
The
citizenship of each of the Farallon Funds and the Farallon General
Partner is set forth above. Each of the Farallon Individual
Reporting Persons, other than Spokes, is a citizen of the United
States. Spokes is a citizen of the United Kingdom. The
address of the principal business office of each of the Reporting Persons is c/o
Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San
Francisco, California 94111.
|
Item 3
.
|
If This Statement Is Filed Pursuant to
Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing Is an
Entity Specified in (a) - (k)
:
|
Not
applicable.
Item 4.
Ownership
The
information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of
the cover page for each Reporting Person hereto is incorporated herein by
reference for each such Reporting Person.
The Class
A Shares reported hereby for the Farallon Funds are owned directly by the
Farallon Funds. The Farallon General Partner, as general partner of
the Farallon Funds, may be deemed to be a beneficial owner of all such Class A
Shares owned by the Farallon Funds. The Farallon Individual
Reporting Persons, as managing members of the Farallon General Partner with the
power to exercise investment discretion, may each be deemed to be a beneficial
owner of all such Class A Shares owned by the Farallon Funds.
Each of the Farallon General
Partner
and the Farallon Individual Reporting
Persons hereby disclaims any beneficial ownership of any such
Class A
Shares
.
Item 5.
Ownership of Five Percent or
Less of a Class
Not
applicable.
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 or
Control Person
|
|
Not
applicable.
|
Item
8
.
|
Identification and
Classification of Members of the
Group
|
The
Reporting Persons are filing this Schedule 13G pursuant to Section
240.13d-1(c). Consistent with Item 2 of the cover page for each
Reporting Person above, the Reporting Persons neither disclaim nor affirm the
existence of a group among them.
Item 9.
Notice of Dissolution of
Group
Not
applicable.
Item 10
.
Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 22, 2011
/s/ Monica R.
Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
As the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Richard B. Fried,
Daniel J. Hirsch, Michael G. Linn, Stephen L. Millham, Rajiv A. Patel, Thomas G.
Roberts, Jr., Andrew J. M. Spokes, Thomas F. Steyer, John R. Warren
and Mark C. Wehrly
The Power
of Attorney executed by each of Fried, Millham, Patel, Steyer and Wehrly
authorizing Landry to sign and file this Schedule 13G on his behalf, which was
filed with the Schedule 13D filed with the Securities and Exchange Commission on
July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor
Holdings, Inc., is hereby incorporated by reference. The Power of
Attorney executed by Spokes authorizing Landry to sign and file this Schedule
13G on his behalf, which was filed with the Schedule 13D filed with the
Securities and Exchange Commission on August 28, 2007 by such Reporting Person
with respect to the Common Stock of Global Gold Corporation, is hereby
incorporated by reference. The Power of Attorney executed by Hirsch
authorizing Landry to sign and file this Schedule 13G on his behalf, which was
filed with Amendment No. 1 to the Schedule 13D filed with the Securities and
Exchange Commission on January 6, 2009 by such Reporting Person with respect to
the Common Stock of Town Sports International Holdings, Inc., is hereby
incorporated by reference. The Power of Attorney executed by Roberts
authorizing Landry to sign and file this Schedule 13G on his behalf, which was
filed with Amendment No. 2 to the Schedule 13G filed with the Securities and
Exchange Commission on April 23, 2010 by such Reporting Person with respect to
the Common Stock of Energy Partners, Ltd., is hereby incorporated by
reference. The Power of Attorney executed by Linn authorizing
Landry to sign and file this Schedule 13G on his behalf, which was
filed with the Schedule 13D filed with the Securities and Exchange Commission on
July 8, 2010 by such Reporting Person with respect to the Common Stock of Hudson
Pacific Properties, Inc., is hereby incorporated by
reference. The Power of Attorney executed by Warren authorizing
Landry to sign and file this Schedule 13G on his behalf, which was filed with
Amendment No. 11 to the Schedule 13D filed with the Securities and
Exchange
Commission
on January 11, 2011 by such Reporting Person with respect to the Class A
Subordinate Voting Shares of MI Developments Inc., is hereby incorporated by
reference.
EXHIBIT
INDEX
|
EXHIBIT
18
|
Joint
Acquisition Statement Pursuant to
Section
240.13d-1(k)
|
EXHIBIT
18
to
SCHEDULE
13G
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION
240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is
inaccurate.
Dated: June 22, 2011
/s/ Monica R.
Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
As the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Richard B. Fried,
Daniel J. Hirsch, Michael G. Linn, Stephen L. Millham, Rajiv A. Patel, Thomas G.
Roberts, Jr., Andrew J. M. Spokes, Thomas F. Steyer, John R. Warren
and Mark C. Wehrly