CUSIP Number
John V. Winfield
The InterGroup Corporation
12121 Wilshire Blvd., Suite 610
Los Angeles, California 90025
(310) 889-2500
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
August 28, 2019
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
(a) ¨
(b) 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
11,327,640 (Item 5)
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8.
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Shared Voting Power
14,961,904 (Item 5)
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9.
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Sole Dispositive Power
11,327,640 (Item 5)
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10.
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Shared Dispositive Power
14,961,904
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,961,904 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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13.
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Percent of Class Represented by Amount in Row 11
15.8% (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
(a) ¨
(b) 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
3,634,264 (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
3,634,264 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,634,264 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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13.
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Percent of Class Represented by Amount in Row 11
3.8% (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
(a) ¨
(b) 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
2,684,229 (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
2,684,229 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,229 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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13.
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Percent of Class Represented by Amount in Row 11
2.8% (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
(a) ¨
(b) 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
1,777,580 (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
1,777,580 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,777,580 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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13.
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Percent of Class Represented by Amount in Row 11
1.9% (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
(a) ¨
(b) 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
8,540,055 (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
8,540,055 (Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,540,055 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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13.
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Percent of Class Represented by Amount in Row 11
9.0% (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
12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025. Mr. Winfield’s 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 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025. 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 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025.
Santa Fe is a public company (OTCBB: SFEF) and an 82.2%-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 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025. 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, 2018 and 2017, the Issuer issued 2,774,490 and 2,513,021 shares of Common Stock
to NC pursuant to the terms of the operating agreement of NC, respectively. On August 28, 2019, the Issuer issued 3,731,347 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, 2019, Mr. Winfield
directly owns 2,787,585 shares of Common Stock. In addition, Mr. Winfield has the sole voting power over 8,540,055 shares of Common
Stock owned by NC. Those securities represent a total of 11,327,640 voting shares and constitute approximately 11.9% of the voting
power of the Common Stock of the Issuer.
As of August 28, 2019, InterGroup owns
950,035 shares of Common Stock. Those securities constitute approximately 1.0% of the voting power of the Common Stock of the Issuer.
As of August 28, 2019, Santa Fe owns 906,649
shares of Common Stock. Those securities constitute approximately 1.0% of the voting power of the Common Stock of the Issuer.
As of August 28, 2019, Portsmouth owns
1,777,580 shares of Common Stock. Those securities constitute approximately 1.9% 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 14,961,904
shares of Common Stock for purposes of Section 13D of the Exchange Act, or approximately 15.8% 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 August 14, 2019, which indicated that it
had 94,991,386 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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September 19, 2019
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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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September 19, 2019
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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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September 19, 2019
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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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September 19, 2019
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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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September 19, 2019
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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.
Citizenship: United States
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Yvonne L. Murphy
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Director. Principal Occupation: Consultant.
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, 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025.
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, 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025.
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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Yvonne L. Murphy
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Director. Principal Occupation: Consultant.
Citizenship: United States
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* Business Address: The business address for all executive officers
and directors is c/o Portsmouth Square, Inc., 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025.