UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(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 13d-2 (b)
(Amendment No. __)*
WHITESTONE REIT
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
966084204
(CUSIP Number)
February 5, 2024
(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)
*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).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
| CUSIP NO. 966084204 |
| 1 | NAME OF REPORTING PERSON: MCB PR Capital LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF |
5 |
SOLE VOTING POWER 0 |
| 6 |
SHARED VOTING POWER
2,500,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”).
MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
| |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER See response to row 6. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Total shares: 2,500,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.5% |
| 12 | TYPE OF REPORTING PERSON* | OO |
| 2 |
| 1 | NAME OF REPORTING PERSON: MCB Acquisitions Manager LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Maryland |
|
NUMBER OF |
5 |
SOLE VOTING POWER 0 |
| 6 |
SHARED VOTING POWER
MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER See response to row 6. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: Total shares: 2,500,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.5% |
| 12 | TYPE OF REPORTING PERSON* | OO |
| 3 |
| 1 | NAME OF REPORTING PERSON: P. David Bramble |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF |
5 |
SOLE VOTING POWER 0 |
| 6 |
SHARED VOTING POWER
MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 |
SHARED DISPOSITIVE POWER
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Total shares: 2,500,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.5% |
| 12 | TYPE OF REPORTING PERSON* | IN |
| 4 |
| ITEM 1(A). | NAME OF ISSUER
WHITESTONE REIT |
| ITEM 1(B). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES HOUSTON TX 77063 |
| ITEM 2(A). |
NAME OF PERSONS FILING
This Schedule 13G is filed on behalf of MCB PR Capital LLC (“MCB”). It is filed on behalf of MCB with respect to the shares of Common Stock of the Issuer directly owned by it.
It is also filed on behalf of (i) MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”), the sole Manager of MCB and (ii) P. David Bramble, the sole member of Acquisitions, each of which may be deemed to indirectly beneficially own the shares of Common Stock reported herein that are directly beneficially owned by MCB.
MCB, Acquisitions and P. David Bramble are collectively referred to as the “Reporting Persons.”
Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address of the business office of each of the Reporting Persons is 2002 Clipper Park Road, Suite 105, Baltimore, Maryland 21211.
| ITEM 2(C). |
CITIZENSHIP
MCB is a limited liability company organized under the laws of the State of Delaware. Acquisitions is a limited liability company organized under the laws of the State of Maryland, and P. David Bramble is a citizen of the United States. |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES Common Stock, $0.001 par value per share. |
| ITEM 2(E). | CUSIP NUMBER
966084204 |
| 5 |
| ITEM 3. |
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:
This Item 3 is not applicable. |
| ITEM 4. |
OWNERSHIP
|
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| 6 |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not Applicable. |
| ITEM 10. | CERTIFICATION. 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 such purpose or effect. |
| 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.
| February 7, 2024 | |
| (Date) | |
| /s/ P. David Bramble | |
|
David Bramble, Individually, and
On behalf of MCB Acquisitions Manager LLC, as the sole member of MCB Acquisitions Manager LLC
On behalf of MCB PR Capital LLC, as the sole manager of MCB PR Capital LLC | |
| 8 |