CUSIP Number
John V. Winfield
The InterGroup Corporation
10940 Wilshire Blvd., Suite 2150
Los Angeles, California 90024
(310) 889-2500
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
August 28, 2017
Date of Event which Requires
Filing of this Statement
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
1.
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Name of Reporting Person
John V. Winfield
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Tax Identification Number
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
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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Citizenship or Place of Organization
U.S.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
24,109,008 (Item 5)
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8.
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Shared Voting Power
46,960,467 (Item 5)
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9.
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Sole Dispositive Power
24,109,008 (Item 5)
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10.
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Shared Dispositive Power
50,688,612
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
50,688,612 Shares of Common Stock (See Item 5)
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12.
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Check if the Aggregate Amount in Row 11 Excludes Certain
Shares
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¨
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13.
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Percent of Class Represented by Amount in Row 11
24.1% (See Item 5)
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14.
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Type of Reporting Person
IN
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1.
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Name of Reporting Person
The InterGroup Corporation
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Tax Identification Number
13-3293645
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
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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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
26,579,604 (Item 5)
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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
26,579,604 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
26,579,604 Shares of Common Stock (See Item 5)
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12.
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Check if the Aggregate Amount in Row 11 Excludes Certain
Shares
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¨
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13.
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Percent of Class Represented by Amount in Row 11
12.7% (See Item 5)
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14.
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Type of Reporting Person
CO
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1.
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Name of Reporting Person
Santa Fe Financial Corporation
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Tax Identification Number
95-2452519
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
(b)
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¨
x
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3.
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SEC Use Only
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4.
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Source of Funds
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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Citizenship or Place of Organization
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
13,421,138 (Item 5)
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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
13,421,138 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,421,138 Shares of Common Stock (See Item 5)
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12.
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Check if the Aggregate Amount in Row 11 Excludes Certain
Shares
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¨
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13.
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Percent of Class Represented by Amount in Row 11
6.4% (See Item 5)
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14.
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Type of Reporting Person
CO
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1.
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Name of Reporting Person
Portsmouth Square, Inc.
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Tax Identification Number
94-1674111
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
(b)
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¨
x
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3.
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SEC Use Only
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4.
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Source of Funds
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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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,887,896 (Item 5)
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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
8,887,896 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,887,896 Shares of Common Stock (See Item 5)
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12.
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Check if the Aggregate Amount in Row 11 Excludes Certain
Shares
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¨
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13.
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Percent of Class Represented by Amount in Row 11
4.23% (See Item 5)
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14.
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Type of Reporting Person
CO
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1.
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Name of Reporting Person
Northern Comstock LLC
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Tax Identification Number
27-3754012
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
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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Citizenship or Place of Organization
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
10,171,086 (Item 5)
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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
10,171,086 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,171,086 Shares of Common Stock (See Item 5)
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12.
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Check if the Aggregate Amount in Row 11 Excludes Certain
Shares
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¨
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13.
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Percent of Class Represented by Amount in Row 11
4.8% (See Item 5)
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14.
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Type of Reporting Person
CO
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Item 1.
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Security and Issuer
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The class of equity securities to which
this Schedule 13D relates is the Common Stock ("the Common Stock") of Comstock Mining Inc., a Nevada corporation ("Comstock"
or the "Issuer"). The address of the principal executive offices of the Issuer is 1200 American Flat Road, Virginia
City, Nevada 89440.
Item 2.
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Identity and Background
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John V. Winfield's business address is
10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024. Mr. Winfield principal occupation is President, Chief Executive Officer
and Chairman of the Board of The InterGroup Corporation and its consolidated subsidiaries Santa Fe Financial Corporation and Portsmouth
Square, Inc. Mr. Winfield has not been subject to any proceedings requiring disclosure under sections (d) and (e) of this Item.
Mr. Winfield is a citizen of the United States.
The InterGroup Corporation ("InterGroup")
is a Delaware corporation with its principal place of business at 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024. InterGroup
is a public company (NASDAQ: INTG). The principal business of InterGroup is to own and operate multi-family residential property
and other real estate. Attached hereto as Appendix A is a schedule setting forth the executive officers and directors of InterGroup.
InterGroup and/or any of its named executive officers and directors have not been subject to any of the proceedings requiring disclosure
under sections (d) or (e) of this Item.
The Santa Fe Financial Corporation ("Santa
Fe") is a Nevada corporation with its principal place of business at 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.
Santa Fe is a public company (OTCBB: SFEF) and an 81.9%-owned subsidiary of InterGroup. The principal business of Santa Fe is to
own and operate real estate. Attached hereto as Appendix B is a schedule setting forth the executive officers and directors of
Santa Fe. Santa Fe and/or any of its named executive officers and directors have not been subject to any of the proceedings requiring
disclosure under sections (d) or (e) of this Item.
The Portsmouth Square, Inc. ("Portsmouth")
is a California corporation with its principal place of business at 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024. Portsmouth
is a public company (OTCBB: PRSI) and a 68.8%-owned subsidiary of Santa Fe. InterGroup owns an additional 13.4% of Portsmouth.
The principal business of Portsmouth is to own and operate real estate, primarily a San Francisco hotel, through a limited partnership.
Attached hereto as Appendix C is a schedule setting forth the executive officers and directors of Portsmouth. Portsmouth and/or
any of its named executive officers and directors have not been subject to any of the proceedings requiring disclosure under sections
(d) or (e) of this Item.
Northern Comstock LLC (“NC”)
is a Nevada limited liability company, with its principal place of business at 1200 American Flat Road, Virginia City, Nevada 89440.
Comstock, DWC Resources, Inc. and Mr. Winfield are the members of NC. The principal business of NC is mining. Mr. Winfield is the
sole manager of NC. Mr. Winfield has not been subject to any proceedings requiring disclosure under sections (d) and (e) of this
Item. Mr. Winfield is a citizen of the United States.
Item 3.
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Source and Amount of Funds or Other Consideration
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Mr. Winfield used personal funds to purchase
the shares of Common Stock reported herein. InterGroup, Santa Fe and Portsmouth used working capital as its source of funds to
purchase the shares of Common Stock. NC received its shares as capital contributions under its operating agreement. See Item 4
below regarding the exchange of notes, convertible notes and debt instruments for preferred stock.
Item 4.
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Purposes of Transactions
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On October 20, 2010, Mr. Winfield, InterGroup,
Santa Fe and Portsmouth exchanged an aggregate of approximately $20,912,000 in notes, convertible notes and debt instruments that
they held in Comstock for a total of 20,912 shares of newly created 7 1/2% Series A-1 Convertible Preferred Stock (the "A-1
Preferred") of the Issuer. Of that amount, 7,681 shares of A-1 Preferred were issued to Mr. Winfield, 6,572 shares were issued
to InterGroup, 2,249, shares were issued to Santa Fe and 4,410 shares were issued to Portsmouth. From October 20, 2010 to October
20, 2013, NC received a total of 3,450 shares of A-1 Preferred. Mr. Winfield had the sole voting power over the shares of A-1 Preferred
owned by NC and the Common Stock represented thereby. Together, Mr. Winfield, InterGroup, Santa Fe, Portsmouth and NC constituted
all of the holders of the A-1 Preferred.
Each share of A-1 Preferred had a stated
value of $1,000 per share, a liquidation and change of control preference, semi-annual dividends at a rate of 7.5% per annum, payable
in cash, common stock preferred stock or any combination of the foregoing, at the election of Comstock, and was convertible into
1,536 shares of common stock of Comstock.
On August 26, 2015, Comstock received written
authorization from a majority of the holders of the Company’s outstanding A-1 Preferred, Series A-2 Convertible Preferred
Stock and Series B Convertible Preferred Stock (collectively, the “Preferred Stock”) to amend the certificates of designation
of rights, preferences and limitations of the Preferred Stock (the “Charters”), and for the conversion of all such
convertible preferred stock to Common Stock.
The amendments to the Charters resulted
in the automatic conversion of the Preferred Stock into shares of Common Stock at the conversion price of each series of Preferred
Stock. As a result of the conversion, Comstock issued approximately 53.6 million shares of Common Stock. Further, as a result of
the approval of the amendments to the Charters, Comstock declared and paid each Preferred Stock holder a one-time dividend of 127
shares of Common Stock per share of Preferred Stock. Approximately 6,172,020 shares of Common Stock were issued for this one-time
dividend.
On September 28, 2015, the Issuer signed
an amendment related to the restructuring of its operating agreement with NC. The operating agreement of NC was originally executed
and delivered on October 20, 2010. The amendments resulted in reduced capital contribution obligations of the Issuer from $31.05
million down to $9.75 million. The operating agreement of NC requires that the Issuer make monthly cash capital contributions of
$30,000 to NC and annual capital contributions in the amount of $482,500 payable in stock or cash, at the Issuer's option, unless
the Issuer has cash and cash equivalents in excess of $10,500,000 on the date of such payments, wherein the Issuer would then be
required to pay in cash. The number of shares to be delivered is calculated by dividing the amount of the capital contribution
by the volume-weighted average closing price of the Issuer’s common stock on its primary trading market for the previous
20 consecutive trading days prior to such capital contribution. The operating agreement requires that these capital contributions
commence in October 2015, and end in September 2027, unless prepaid by the Issuer. The second amendment to the operating agreement
of NC was previously filed with the SEC on October 23, 2015 as exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q, which
is incorporated herein by reference. On August 28, 2017, the Issuer issued 2,513,021 shares of Common Stock to NC pursuant to the
terms of the operating agreement of NC.
Mr. Winfield, InterGroup, Santa Fe, Portsmouth
and NC have acquired the securities of Issuer for investment purposes. Although none of such reporting persons have any present
intention to do so, any may make additional purchases of the securities of Issuer either in the open market or in privately negotiated
transactions depending on an evaluation of the Issuer's business prospects and financial condition, the market for securities,
other available investment opportunities, money and other stock market conditions and other future developments. Depending on these
factors, the reporting persons may decide at any time to sell all or part of their holdings of the Issuer's securities in one or
more public or private transactions.
Other than discussed above, none of the
reporting persons have any present plan or proposal that relate to or would result in any of the events set forth in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest in the Securities of the Issuer
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(a) As of August 28, 2017, Mr. Winfield
directly owns 13,937,922 shares of Common Stock. In addition, Mr. Winfield has the sole voting power over 10,171,086 shares of
Common Stock owned by NC. Those securities represent a total of 24,109,008 voting shares and constitute approximately 11.5% of
the voting power of the Common Stock of the Issuer.
As of August 28, 2017, InterGroup owns
13,158,466 shares of Common Stock. Those securities constitute approximately 6.3% of the voting power of the Common Stock of the
Issuer.
As of August 28, 2017, Santa Fe owns 4,533,242
shares of Common Stock. Those securities constitute approximately 2.2% of the voting power of the Common Stock of the Issuer.
As of August 28, 2017, Portsmouth owns
8,887,896 shares of Common Stock. Those securities constitute approximately 4.2% of the voting power of the Common Stock of the
Issuer.
(b) Mr. Winfield has the sole voting and
disposition power over the shares of Common Stock directly owned by him. As Chairman, President and CEO of InterGroup, Santa Fe
and Portsmouth, and sole manager of NC, Mr. Winfield can be deemed to have shared power with those entities to direct the voting
and disposition of the shares of Common Stock owned by such entities. Thus, Mr. Winfield may be deemed to beneficially own 50,688,612
shares of Common Stock for purposes of Section 13D of the Exchange Act, or approximately 24.1% of the voting power of the Common
Stock of the Issuer.
The above percentages were determined based
on the Issuer's disclosures in its Quarterly Report on Form 10-Q, filed with the SEC on July 28, 2017, which indicated that it
had 210,027,045 shares of Common Stock outstanding.
(c) Other than described above, no transactions
in the Common Stock were effected during the past 60 days by the reporting persons.
(d) No person other than Mr. Winfield,
with respect to his shares, or InterGroup, Santa Fe, Portsmouth and NC, with respect to their shares, has the right to receive
or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares beneficially owned by each
of them.
(e) Not Applicable.
Item 6.
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Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer
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On July 29, 2015, the Issuer entered into
a Stockholders’ Agreement (the “Stockholders’ Agreement”), with Mr. Winfield and entities affiliated with
Mr. Winfield, pursuant to which the Issuer is generally prohibited from incurring indebtedness in excess of $5,000,000, subject
to certain limited exceptions. The Stockholders’ Agreement was previously filed with the SEC on July 29, 2015 as exhibit
10.2 to the Issuer's Current Report on Form 8-K, which is incorporated herein by reference.
The operating agreement of NC is described
above.
Item 7.
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Material to be Filed as Exhibits
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Not applicable.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
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August 30, 2017
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/s/ John V. Winfield
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John V. Winfield
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THE INTERGROUP CORPORATION
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by /s/ John V. Winfield
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Date:
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August 30, 2017
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John V. Winfield, Chairman,
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President and CEO
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SANTA FE FINANCIAL CORPORATION
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by /s/ John V. Winfield
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Date:
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August 30, 2017
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John V. Winfield, Chairman,
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President and CEO
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PORTSMOUTH SQUARE, INC.
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by /s/ John V. Winfield
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Date:
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August 30, 2017
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John V. Winfield, Chairman,
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President and CEO
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NORTHERN COMSTOCK LLC
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by /s/ John V. Winfield
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Date:
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August 30, 2017
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John V. Winfield, Manager
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APPENDIX A
THE INTERGROUP CORPORATION
Executive Officers
and Directors*
John V. Winfield
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Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.
Citizenship: United States
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Jerold R. Babin
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Director. Principal Occupation: Retail Securities Broker, Retired First Vice President Wells Fargo Advisors.
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Yvonne L. Murphy
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Director. Principal Occupation: Lobbyist
Citizenship: United States
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William J. Nance
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Director. Principal Occupation: Certified Public Accountant ("CPA") and Consultant.
Citizenship: United States
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John C. Love
Independent
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Director. Principal Occupation: Retired CPA, consultant to the
hospitality and tourism industries; real estate broker.
Citizenship: United States
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David C. Gonzalez
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Vice President Real Estate, The InterGroup Corporation.
Citizenship: United States
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* Business Address: The business address for all executive
officers and directors is c/o The InterGroup Corporation, 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.
APPENDIX B
SANTA FE FINANCIAL CORPORATION
Executive Officers
and Directors*
John V. Winfield
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Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc. Citizenship: United States
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William J. Nance
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Director. Principal Occupation: Certified Public Accountant
("CPA") and Consultant.
Citizenship: United States
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John C. Love
Independent
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Director. Principal Occupation: Retired CPA, consultant to the
hospitality and tourism industries; real estate broker.
Citizenship: United States
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* Business Address: The business address for all executive
officers and directors is c/o Santa Fe Financial Corporation, 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.
APPENDIX
C
PORTSMOUTH SQUARE, INC.
Executive Officers
and Directors*
John V. Winfield
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Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc. Citizenship: United States
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William J. Nance
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Director. Principal Occupation: Certified Public Accountant
("CPA") and Consultant.
Citizenship: United States
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Jerold R. Babin
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Director. Principal Occupation: Retail Securities Broker, Retired
First Vice President Wells Fargo Advisors.
Citizenship: United States
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John C. Love
Independent
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Director. Principal Occupation: Retired CPA, consultant to the
hospitality and tourism industries; real estate broker.
Citizenship: United States
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* Business Address: The business address for all executive officers
and directors is c/o Portsmouth Square, Inc., 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.