Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 1:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Innovative
Industrial Properties, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45781V101
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
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*
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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 disclosures provided in a prior cover page.
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The information required on 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).
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CUSIP No. 45781V101
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Schedule 13G
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Page
2
of 8
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1.
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Name of
Reporting Persons:
Milestone Investments, LP
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
Alaska
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
198,389
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
198,389
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
198,389
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9):
5.7% (1)
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12.
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Type of Reporting Person (See
Instructions):
PN
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(1)
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Calculated based on 3,501,147 shares of common stock, par value $0.001 per share (“Common Shares”), of Innovative Industrial Properties, Inc. (the “Company”) outstanding, according to the
Registration Statement on Form
S-3
(File
No. 333-221881)
filed with the Securities and Exchange Commission (“SEC”) on December 1, 2017.
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CUSIP No. 45781V101
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Schedule 13G
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Page
3
of 8
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1.
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Name of
Reporting Persons:
Wicklow Capital, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
198,389
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
198,389
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
198,389
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9):
5.7% (1)
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12.
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Type of Reporting Person (See
Instructions):
CO, HC
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(1)
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Calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form
S-3
(File
No. 333-221881)
filed with the SEC on December 1, 2017.
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CUSIP No. 45781V101
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Schedule 13G
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Page
4
of 8
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1.
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Name of
Reporting Persons:
Daniel V. Tierney 2003 Trust
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
198,389
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
198,389
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
198,389
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9):
5.7% (1)
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12.
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Type of Reporting Person (See
Instructions):
OO, HC
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(1)
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Calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form
S-3
(File
No. 333-221881)
filed with the SEC on December 1, 2017.
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CUSIP No. 45781V101
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Schedule 13G
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Page
5
of 8
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1.
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Name of
Reporting Persons:
Daniel V. Tierney
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
198,389
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
198,389
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
198,389
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9):
5.7% (1)
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12.
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Type of Reporting Person (See
Instructions):
IN, HC
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(1)
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Calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form
S-3
(File
No. 333-221881)
filed with the SEC on December 1, 2017.
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Item 1.
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(a)
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Name of Issuer
Innovative Industrial Properties, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
11440 West Bernardo Court, Suite 220
San Diego, California 92127
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Item 2.
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(a)
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Name of Person Filing
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
Milestone Investments, LP (“Milestone”)
Wicklow Capital, Inc. (“Wicklow”)
Daniel V. Tierney
2003 Trust (the “Trust”)
Daniel V. Tierney (“Tierney”)
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(b)
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Address of Principal Business Office
737 N. Michigan Ave., Suite 2100
Chicago, IL 60611
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(c)
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Citizenship
Milestone: Alaska
Wicklow: Illinois
Trust: United States
Tierney: United States
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(d)
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Title of Class
of Securities:
Common Stock, par value $0.001 per share
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(e)
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CUSIP Number:
45781V101
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Not Applicable.
Each of Wicklow, the Trust and Tierney may be deemed the beneficial owner of
198,389 Common Shares directly held by Milestone, which is approximately 5.7% of the Common Shares outstanding. The foregoing percentage was calculated based on 3,501,147 Common Shares outstanding according to the Registration Statement on Form
S-3
(File
No. 333-221881)
filed with the SEC on December 1, 2017.
Wicklow is the general partner of Milestone. The Trust is the sole stockholder of Wicklow and the sole limited partner of each of Milestone.
Tierney is the trustee and sole beneficiary of the Trust and has sole voting and dispositive power over the securities held by the Trust. In such capacities, each of Wicklow, the Trust and Tierney share voting and dispositive power over 198,389
Common Shares with Milestone.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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, other than activities solely in connection with a nomination under
§240.14a-11.
7
SIGNATURE
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.
Dated: February 13, 2018
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MILESTONE INVESTMENTS, LP
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By:
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Wicklow Capital, Inc., its general partner
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By:
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/s/ Emma Cuadrado
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Name: Emma Cuadrado
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Title: Secretary
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WICKLOW CAPITAL, INC.
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By:
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/s/ Emma Cuadrado
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Name: Emma Cuadrado
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Title: Secretary
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DANIEL V. TIERNEY 2003 TRUST
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By:
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/s/ Daniel V. Tierney
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Name: Daniel V. Tierney
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Title: Trustee
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/s/ Daniel V. Tierney
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DANIEL V. TIERNEY
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8
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