(1)
Includes 500,000 shares owned by the First Tracks, LLC Irrevocable Trust FBO Mikhail Gregory Kaminski, 500,000 shares owned by the First Tracks, LLC Irrevocable Trust FBO Kylie Elizabeth Kaminski, 500,000 shares owned by the First Tracks, LLC Irrevocable Trust FBO Katrina Johanna Kaminski, and 500,000 shares owned by the First Tracks, LLC Irrevocable Trust FBO Colette Christine Kaminski (the "Trusts"), all for which the reporting person serves as the trustee. The reporting person may be deemed to have voting and investment power over the shares held by the Trusts, but disclaims beneficial ownership of such shares.
(2)
Based on 18,336,032 shares of Common Stock outstanding of the Company on June 7, 2013, as reported by the Company in its Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 7, 2013.
Item 1.
Security and Issuer
This Statement on Schedule 13D relates to the common stock (the “Common Stock”) of Talon Real Estate Holding Corp., a Utah corporation (the “Company”). The principal executive offices of the Company are at 5500 Wayzata Boulevard, Suite 1070, Minneapolis, Minnesota 55416.
Item 2.
Identity and Background
The reporting person filing this Statement is Thomas F. Dougherty, a U.S. citizen, whose business address is 80 South Eighth Street, Suite 2000, Minneapolis, Minnesota 55402. Mr. Dougherty is an attorney with Lommen, Abdo, Cole, King & Stageberg, P.A. with a principal address located at 80 South Eighth Street, Suite 2000, Minneapolis, Minnesota 55402.
During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration
On June 7, 2013, the Company entered into a contribution agreement pursuant to which the Company acquired the reporting person’s interest in 5130 Industrial Street, LLC in exchange for Common Stock of the Company. The reporting person acquired 40,000 shares of such stock in exchange for his membership interests in 5130 Industrial Street, LLC.
On June 7, 2013, the Company entered into a contribution agreement pursuant to which the Company acquired the Trusts’ interests in Talon Real Estate, LLC in exchange for Common Stock of the Company. The Trusts acquired 2,000,000 shares of such stock in exchange for all of their membership interests in Talon Real Estate, LLC.
Item 4.
Purpose of Transaction
The reporting person holds his shares of the Common Stock of the Company for investment purpose, as do the Trusts. The reporting person and the Trusts may, from time to time, depending on market conditions and other considerations, purchase additional shares or dispose of some or all of the shares he currently holds.
Except as set forth above, the reporting person has no plans nor proposals which relate to or would result in any of the actions enumerated in clauses (a)-(j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended.
Item 5.
Interest in Securities of the Issuer
The Company is believed to have 18,336,032 shares of Common Stock outstanding. The reporting person beneficially owns 2,040,000 shares or approximately 11.1% of the outstanding Common Stock of the Company and has sole power to vote or to direct the vote and sole power to dispose of or to direct the disposition of such shares. The reporting person does not own or have the right to acquire, directly or indirectly, any additional shares of Common Stock of the Company.
Except for the transactions described in Item 3 above, during the past sixty days there have been no transactions in shares of Common Stock of the Company by the reporting person.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth in Item 4 of this Schedule 13D, to the best knowledge of the reporting person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the reporting person and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
Material to Be Filed as Exhibits
None.
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.