Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 1:10PM
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:
Serenity Trading, LLC
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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:
0
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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:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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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):
0.0% (1)
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12.
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Type of Reporting Person (See
Instructions):
OO
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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:
Serenity Investments, LLC
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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:
0
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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:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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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):
0.0% (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 4 of 8
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1.
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Name of
Reporting Persons:
Stephen G. Schuler
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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:
50,848
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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:
50,848
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
50,848
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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):
1.5% (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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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:
Mary Jo Schuler
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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:
50,848
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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:
50,848
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
50,848
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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):
1.5% (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) Name of Issuer
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Innovative Industrial Properties, Inc.
(b)
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) Name of Person Filing
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This Statement is filed on behalf of
each of the following persons (collectively, the “Reporting Persons”):
Serenity Trading, LLC (“Serenity Trading”)
Serenity Investments, LLC (“Serenity Investments”)
Stephen G. Schuler
Mary Jo
Schuler
This Statement also relates to Common Shares owned by the Schuler Family GST Trust dated June 6, 2003 (the
“Trust”).
(b) Address of Principal Business Office
1010 Lake Street, #200
Oak
Park, IL 60301
(c) Citizenship
Serenity Trading: Illinois
Serenity Investments: Alaska
Stephen G. Schuler: United States
Mary Jo Schuler: United States
(d)
Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
45781V101
Not Applicable.
Each of Stephen G. Schuler and Mary Jo Schuler may be deemed the beneficial
owner of 50,848 Common Shares directly held by the Trust, which is approximately 1.5% of the Common Shares outstanding; Serenity Trading no longer directly holds any Common Shares. 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.
Serenity Investments is the sole member of Serenity Trading. Stephen G. Schuler and Mary Jo Schuler separately hold equity interests in
Serenity Investments that together represent all of the outstanding equity of Serenity Investments. In such capacities, each of Serenity Investments, Stephen G. Schuler and Mary Jo Schuler share voting and dispositive power with respect to the
Common Shares held by Serenity Trading. In addition, Stephen G. Schuler and Mary Jo Schuler may be deemed, for purposes of Rule
13d-3
of the Securities Exchange Act of 1934, as amended, to share voting and
dispositive power with respect to the Common Shares held by the Trust.
Each of Stephen G. Schuler and Mary Jo Schuler disclaims
beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by such Reporting Person that he or she
is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report
the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
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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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SERENITY TRADING, LLC
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By:
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/s/ Stephen Schuler
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Name:
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Stephen Schuler
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Title:
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President of its Manager
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SERENITY INVESTMENTS, LLC
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By:
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/s/ Stephen Schuler
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Name:
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Stephen Schuler
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Title:
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President of its Manager
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/s/ Stephen Schuler
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STEPHEN G. SCHULER
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/s/ Mary Jo Schuler
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MARY JO SCHULER
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8
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