(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 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).
This Schedule 13D/A constitutes the eighth amendment (this “Amendment”) to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on January 20, 2011 (the "Original Schedule") as subsequently amended by the first amendment thereto filed on January 12, 2015 (the "First
Amendment"), the second amendment thereto filed on June 20, 2017 (the "Second Amendment"), the third amendment thereto filed on November 28, 2017 (the "Third Amendment"), the fourth amendment thereto filed on March 7, 2018 (the "Fourth Amendment"), the fifth amendment thereto filed on May 31, 2018 (the "Fifth Amendment"), the sixth amendment thereto filed on June 17, 2019 (the "Sixth Amendment") and the seventh amendment thereto filed on September
20, 2021 (the "Seventh Amendment" and together with the Original Schedule, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and Sixth Amendment are collectively referred to herein as, the "Schedule 13D"), relating to shares of Common Stock, par value $0.01 per share, of American Assets Trust, Inc. (“Shares”), a Maryland corporation (the “Company”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect.
Item 3. Source and Amount of Funds or Other Consideration.
The information
in Item 3 is hereby amended and supplemented as follows:
This Statement relates to the acquisition by the Reporting Person (or its affiliates) from one or more sellers in the open market of 928,558 Shares (excluding dispositions and transfers) since the Seventh Amendment. The Reporting Person purchased the 928,558 Shares above for aggregate consideration of $29,915,313 (excluding brokerage commissions) using the source of funds described in Item 4 of the cover page hereof.
Item 4. Purpose of Transaction.
The information in Item 4 is hereby amended and supplemented as follows:
The purpose of the acquisition of the Shares is for investment.
Ernest Rady and his affiliates, including Ernest Rady Trust U/D/T March 10, 1983 (“ERT”) and American Assets, Inc., own approximately 35.2% of the Company based upon 75,358,105 Shares outstanding (the sum of 60,528,115 Shares outstanding as of June 30, 2022, as reported by the Company in its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (“Form 10-Q”), and 14,829,990 common units of our operating partnership ("OP Units") owned by Mr. Rady and his affiliates, and assuming that (1) OP Units beneficially owned by Mr. Rady are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (2) no other party’s OP Units are converted).
(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for Ernest
S. Rady is incorporated herein by reference. Amounts include (i) 6,942,855 Shares and 9,720,409 OP Units held by ERT, for which Mr. Rady is the trustee; (ii) 2,227,022 Shares and 5,107,577 OP Units held by American Assets, Inc., which is directly controlled by Mr. Rady; (iii) 2,004 OP Units held by ICW Group Holdings, Inc., which is directly controlled by Mr. Rady; (iv) 1,275,336 Shares held by Insurance Company of the West, which is directly controlled by Mr. Rady; (v) 200,000 Shares held by Explorer Insurance Company, which is directly controlled by Mr. Rady; (vi) 100,459 Shares held by Evelyn Shirley Rady Trust U/D/T March 10, 1983, for which Mr. Rady is the trustee; (vii) 719,341 Shares held by Rady Foundation dated August 2, 2002, for which Mr. Rady is the trustee; (viii) 188,659 restricted Shares; and (ix) 66,680 shares held in the Ernest Rady IRA. Mr. Rady
disclaims beneficial ownership of such Shares and OP Units, except to the extent of his pecuniary interest therein.
The percentage amount set forth in Row 13 for the cover page hereto for Ernest S. Rady is calculated based upon 75,358,105 Shares outstanding (as described in Item 4 above), assuming that (i) OP Units beneficially owned by Mr. Rady are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (ii) no other party’s OP Units are converted. Further note that the percentage amount set forth in Row 13 does not reflect the ownership limitation of 19.9% in value or in number of shares, whichever is more restrictive, of the Company’s outstanding common stock, based on restrictions in the Company’s charter.
(c) The
dates and the number of Shares involved for all transactions in the Shares by Ernest Rady in the past 60 days are set forth on Schedule A hereto and are incorporated herein by reference.
(d) None.
(e) Not applicable.
Ernest Rady Trust U/D/T March 10, 1983
(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for ERT is incorporated herein by reference. Amounts include (i) 6,942,855 Shares and 9,720,409 OP Units held by ERT, (ii) 2,227,022 Shares and 5,107,577 OP Units held by American Assets, Inc., which is controlled by ERT, (iii) 2,004
OP Units held by ICW Group Holdings, Inc., which is indirectly controlled by ERT, (iv) 1,275,336 Shares held by Insurance Company of the West, which is controlled by ERT, and (v) 200,000 Shares held by Explorer Insurance Company, which is controlled by ERT. ERT disclaims beneficial ownership of such Shares and OP Units, except to the extent of its pecuniary interest therein.
The percentage amount set forth in Row 13 for the cover page hereto for ERT is calculated based upon 75,358,105 Shares outstanding (as described in Item 4 above), assuming that (i) OP Units beneficially owned by ERT are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (ii) no other party’s OP Units are converted. Further note that the percentage amount set forth in Row 13 does not reflect the ownership limitation of 19.9% in value or in number of shares, whichever is more restrictive,
of the Company’s outstanding common stock, based on restrictions in the Company’s charter.
(c) The dates and the number of Shares involved for all transactions in the Shares by ERT in the past 60 days are set forth on Schedule B hereto and are incorporated herein by reference.
(d) Ernest S. Rady has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by ERT as reported herein.
(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for American Assets, Inc. is incorporated herein by reference. Amounts include (i) 2,227,022 Shares and 5,107,577 OP Units held by American Assets, Inc. and (ii) 2,004 OP Units held by ICW Group Holdings, Inc., which is controlled by American Assets, Inc. American Assets,
Inc. disclaims beneficial ownership of such Shares and OP Units, except to the extent of its pecuniary interest therein.
The percentage amount set forth in Row 13 for the cover page hereto for American Assets, Inc. is calculated based upon 65,637,696 Shares outstanding (based on the sum of (i) 60,528,115 Shares outstanding as of June 30, 2022, as reported by the Company in its Form 10-Q for the period ended June 30, 2022, and (ii) 5,109,581 OP Units owned by American Assets, Inc. and its affiliates and assuming that (1) OP Units beneficially owned by American Assets, Inc. are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (2) no other party’s OP Units are converted).
(c) The
dates and the number of Shares involved for all transactions in the Shares by American Assets, Inc. in the past 60 days are set forth on Schedule C hereto and are incorporated herein by reference.
(d) Ernest S. Rady has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by American Assets, Inc. as reported herein.
(e) Not applicable.
SIGNATURE
After
reasonable inquiry and to the best of each Reporting Person’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
