Amended Statement of Beneficial Ownership (sc 13d/a)
August 27 2021 - 5:54PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5)
_______________________
CBL &
ASSOCIATES PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
124830100
(CUSIP Number of Class
of Securities)
_______________________
David J. Heymann, Esq.
Meltzer, Lippe, Goldstein & Breitstone,
LLP
190 Willis Avenue
Mineola, NY 11501
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 2021
(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(b)(3)
or (4), check the following box ☐.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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.
The information required on the remainder of
this cover 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).
(continued on next page(s))
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Page 1 of 8
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CUSIP No. 124830100
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13D
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Page 2 of 8
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Exeter Capital Investors, L.P.
I.R.S. I.D. No.
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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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3
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SEC Use Only
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4
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Sources of Funds
WC
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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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
12,382,230
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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
12,382,230
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
12,382,230
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12
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Check Box 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)
6.3 (1)
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14
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Type of Reporting Person
PN
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(1)
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Calculation is based on a total of 196,443,846 shares
of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”)
outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q
for the period ended June 30, 2021.
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CUSIP No. 124830100
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13D
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Page 3 of 8
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Exeter Capital GP LLC
I.R.S. I.D. No.
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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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3
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SEC Use Only
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4
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Sources of Funds
WC
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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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
12,382,230
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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
12,382,230
|
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11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
12,382,230
|
|
12
|
Check Box 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)
6.3 (1)
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14
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Type of Reporting Person
OO
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(1)
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Calculation is based on a total of 196,443,846 shares
of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”)
outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q
for the period ended June 30, 2021.
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CUSIP No. 124830100
|
13D
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Page 4 of 8
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEM Exeter LLC
I.R.S. I.D. No.
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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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3
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SEC Use Only
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4
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Sources of Funds
WC
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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6
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Citizenship or Place of Organization
Delaware
|
|
Number of Shares Beneficially Owned
by Each Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
12,382,230
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power
12,382,230
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
12,382,230
|
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
|
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3 (1)
|
|
14
|
Type of Reporting Person
OO
|
|
|
(1)
|
Calculation is based on a total of 196,443,846 shares
of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”)
outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q
for the period ended June 30, 2021.
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CUSIP No. 124830100
|
13D
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Page 5 of 8
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael L. Ashner
I.R.S. I.D. No.
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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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3
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SEC Use Only
|
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4
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Sources of Funds
PF
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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6
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Citizenship or Place of Organization
Delaware
|
|
Number of Shares Beneficially Owned
by Each Reporting
Person With
|
7
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Sole Voting Power
0
|
|
8
|
Shared Voting Power
12,382,230
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power
12,382,230
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
12,382,230
|
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
|
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3 (1)
|
|
14
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Type of Reporting Person
OO
|
|
|
(1)
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Calculation is based on a total of 196,443,846 shares
of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”)
outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q
for the period ended June 30, 2021.
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CUSIP No. 124830100
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13D
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Page 6 of 8
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This Amendment No. 5 to Schedule
13D amends certain information contained in the Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership,
Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner
with the Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 thereto filed with the Securities and Exchange
Commission on November 4, 2019, as further amended by Amendment No. 2 thereto filed with the Securities and Exchange Commission on December
5, 2019, as further amended by Amendment No. 3 thereto filed with the Securities and Exchange Commission on September 29, 2020, and as
further amended by Amendment No. 4 thereto filed with the Securities and Exchange Commission on November 2, 2020 (the “13D”)
with respect to shares of common stock, par value $0.01 per share (the “Common Stock”) of CBL & Associates Properties,
Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2030 Hamilton Place
Blvd., Suite 500, Chattanooga, Tennessee 37421. Capitalized terms used but not defined herein have the meanings ascribed to them in the
13D.
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Item 5.
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Interest of Securities of the Issuer.
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Item 5 shall be deleted in its entirety and replaced
with the following:
(a) and (b) Beneficial
Ownership
As of the date of this Amendment
No. 5 to Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 12,382,230 shares of Common Stock, 12,349,139 shares
of which are held directly by Exeter Capital Investors, L.P. and 33,091 shares of which are held by Michael L. Ashner for the benefit
of Exeter Capital Investors, L.P. The 12,382,230 shares of Common Stock represent approximately 6.3% of the Common Stock outstanding.
The percentages set forth above and on the cover pages hereto represent percentages of the outstanding shares of Common Stock based on
a total of 196,443,846 shares of Common Stock outstanding as of August 10, 2021, which amount is derived from amount reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended June 30, 2021.
Each of the Reporting Persons
may be deemed to exercise the shared voting and dispositive authority over 12,382,230 shares of Common Stock.
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(c)
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Transactions during the past sixty days
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None
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(d)
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Right to receive dividends or proceeds
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Not applicable.
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(e)
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Beneficial ownership of less than five percent
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Not applicable.
CUSIP No. 124830100
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13D
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Page 7 of 8
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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.
Dated as of: August 27, 2021
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EXETER CAPITAL INVESTORS, L.P.
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By:
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Exeter Capital GP LLC
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General Partner
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By:
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WEM Exeter LLC
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Managing Member
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By
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/s/ Michael L. Ashner
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Michael L. Ashner
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Managing Member
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EXETER CAPITAL GP LLC
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By:
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WEM Exeter LLC
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Managing Member
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By
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/s/ Michael L. Ashner
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Michael L. Ashner
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Managing Member
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WEM EXETER LLC
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By
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/s/ Michael L. Ashner
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Michael L. Ashner
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Managing Member
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/s/ Michael L. Ashner
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Michael L. Ashner
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Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No. 124830100
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13D
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Page 8 of 8
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ANNEX A
Schedule of Transactions in Common Shares of the
Issuer During the Past 60 Days
Date of Transaction
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Quantity Sold
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Sale Price per Share
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8/4/2021
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25,000
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0.12
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8/5/2021
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100,000
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0.12
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8/6/2021
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100,000
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0.11
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8/9/2021
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26,500
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0.11
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8/10/2021
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50,000
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0.11
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8/11/2021
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175,000
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0.12
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8/12/2021
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145,624
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0.13
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8/13/2021
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49,950
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0.13
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8/16/2021
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100,000
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0.13
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8/17/2021
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108,575
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0.13
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8/18/2021
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100,000
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0.13
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8/19/2021
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63,655
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0.12
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8/20/2021
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100,000
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0.14
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8/23/2021
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70,030
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0.13
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8/24/2021
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190,702
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0.13
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8/25/2021
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212,800
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0.13
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8/26/2021
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400,000
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0.13
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8/27/2021
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249,934
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0.13
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