Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 4:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
1
)*
Innovative Industrial Properties, Inc.
(Name
of Issuer)
COMMON STOCK
(Title of Class of Securities)
45781V101
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:
x
Rule
13d-1(b)
o
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).
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Resource Real Estate Diversified Income Fund
906227600
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
o
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(b)
x
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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
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Delaware, 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
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6
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SHARED VOTING POWER
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163,052 shares
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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163,052 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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163,052 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.7 (***)%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IV
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FOOTNOTES
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(***) As of the date of this filing, based on 3,501,147 outstanding shares of the common stock of the Issuer as of November 9, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017.
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Resource Real Estate, LLC
201093394
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
o
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(b)
x
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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
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Delaware, 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
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6
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SHARED VOTING POWER
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163,052 shares (**)
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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163,052 shares (**)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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163,052 shares (**)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.7 (***)%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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FOOTNOTES
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(**) Consists of shares of common stock of the Issuer held by Resource Real Estate Diversified Income Fund (the “Fund”), of which Resource Real Estate, LLC (the “Adviser”) is the investment adviser. Any and all discretionary authority which has been delegated to the Adviser may be revoked in whole or in part at any time. By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, the Adviser may be deemed to beneficially own the shares owned by the Fund. The Adviser and Fund are each a “Reporting Person”.
(***) As of the date of this filing, based on 3,501,147 outstanding shares of the common stock of the Issuer as of November 9, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017.
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Item
1.
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Innovative Industrial Properties, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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11440 West Bernardo Center Drive
Suite 220
San Diego, CA 92128
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Item
2.
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(a)
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Name
of Person Filing
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Resource Real Estate Diversified Income Fund
Resource Real Estate, LLC
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(b)
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Address
of Principal Business Office or, if none, Residence
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Resource Real Estate Diversified Income Fund
c/o Resource Real Estate, LLC
712 5th Avenue
New York, NY 10019
Resource Real Estate, LLC
1845 Walnut Street, 18th Floor
Philadelphia, PA 19103
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Resource Real Estate Diversified Income Fund is a Delaware statutory trust
Resource Real Estate, LLC is a Delaware limited liability company
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(d)
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Title
of Class of Securities
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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x
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
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(e)
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x
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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o
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A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
163,052
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(b)
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Percent of class: 4.7%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
163,052
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
163,052
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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 the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
x
.
As of December 29, 2017, Resource Real Estate Diversified Income Fund ceased to be the beneficial owner of more than five percent of the class of securities of the Issuer previously reported.
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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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N/A
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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
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Item
8.
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Identification
and Classification of Members of the Group
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and 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.
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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.
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Resource Real Estate, LLC
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Date:
February 13, 2018
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By:
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/s/
Lawrence S. Block
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Name: Lawrence S. Block
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Title:
Vice President
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Resource Real Estate Diversified Income Fund
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Date:
February 13, 2018
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By:
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/s/
Justin Milberg
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Name: Justin Milberg
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Title:
President
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
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