Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
23 11월 2023 - 7:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
| American Strategic Investment Co. |
| (Name of Issuer) |
| |
| Class A common stock, $0.01 par value per share |
| (Title of Class of Securities) |
| |
| 649439205 |
| (CUSIP Number) |
| |
|
Michael R. Anderson
General Counsel
Bellevue Capital Partners, LLC
222 Bellevue Avenue
Newport, RI 02840
212-415-6500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| |
| November 22,
2023 |
| (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. ¨
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 page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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).
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 2 of 12 |
| 1 |
NAME OF REPORTING PERSON
Bellevue Capital Partners, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
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
1,059,546 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,059,546 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,059,546 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.4% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 3 of 12 |
| 1 |
NAME OF REPORTING PERSON
AR Global Investments, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
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
275,351 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
275,351 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,351 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 4 of 12 |
| 1 |
NAME OF REPORTING PERSON
American Realty Capital III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
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
275,351 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
275,351 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,351 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 5 of 12 |
| 1 |
NAME OF REPORTING PERSON
New York City Special Limited Partnership, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
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
275,351 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
275,351 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,351 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 6 of 12 |
| 1 |
NAME OF REPORTING PERSON
New York City Advisors, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
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
275,351 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
275,351 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,351 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 7 of 12 |
| 1 |
NAME OF REPORTING PERSON
Nicholas S. Schorsch |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☒ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,086,105 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,086,105 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,105 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.5% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 8 of 12 |
| 1 |
NAME OF REPORTING PERSON
Edward M. Weil, Jr. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
2,887 |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
2,887 |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,887 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 9 of 12 |
EXPLANATORY NOTE
This Amendment No. 14 (the “Amendment”)
to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the
“SEC”) on February 11, 2022 relating to the shares of Class A common stock, par value $0.01 per share (the “Class A
Common Stock”), of American Strategic Investment Co. (f/k/a New York City REIT, Inc.), a Maryland corporation (the “Issuer”),
as subsequently amended (the “Schedule 13D”). This Amendment is made to correct an inadvertent error in Item 5 of Amendment
No. 13 to Schedule 13D, which omitted from the aggregate beneficial ownership of Bellevue Capital Partners, LLC (“Bellevue Capital”)
and Mr. Nicholas S. Schorsch shares of Common Stock held indirectly by each such Reporting Person, as reported elsewhere in such Amendment
No. 13. This Amendment also updates the Schedule 13D to reflect certain additional recent transactions as reported under Item 3 below.
Item 1. Security and Issuer.
Unless indicated otherwise, all items left blank remain unchanged and any
items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning set forth in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented by inserting the
following information:
Bellevue Capital Partners
On October 27, 2023, Bellevue Capital Partners, LLC (“Bellevue
Capital”) announced the final results of its tender offer to purchase for cash shares of the Issuer. On November 1, 2023, Bellevue
Capital purchased 223,460 shares of Class A Common Stock (the “Purchased Shares”), at a price per share of $10.25, for an
aggregate purchase price of $2,290,465, in cash, pursuant to an Amended Offer to Purchase dated as of October 4, 2023 and filed on Schedule
TO with the SEC on October 4, 2023. Bellevue Capital used available cash on hand to fund the aggregate purchase price for the Purchased
Shares, including all fees and expenses related thereto.
Additionally, the following transactions were open market purchases effected
by Bellevue Capital Partners from September 21, 2023 to November 17, 2023, inclusive:
| Trade Date |
Buy/Sell |
Number of Shares
of Class A
Common Stock |
Weighted Average
Price Per Share of
Class A Common
Stock(1) |
Price Range(2) |
| 09/21/2023 |
Buy |
925 |
$6.48 |
$6.40-$6.66 |
| 09/22/2023 |
Buy |
925 |
$6.56 |
$6.28-$6.67 |
| 11/14/2023 |
Buy |
1,536 |
$7.76 |
$7.36-$8.05 |
| 11/15/2023 |
Buy |
1,536 |
$8.01 |
$7.88-$8.18 |
| 11/16/2023 |
Buy |
1,536 |
$8.31 |
$8.25-$8.44 |
| 11/17/2023 |
Buy |
1,536 |
$7.96 |
$7.96-$7.98 |
| (1) |
Unless otherwise indicated, these shares were purchased in multiple transactions at the price ranges set forth in the column labeled “Price Range.” Bellevue Capital Partners undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range. |
| (2) |
Price ranges are inclusive. Rows marked “N/A” mean all shares were sold at the same price. |
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page
10 of 12 |
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented by incorporating
by reference the information set forth in Item 3 above.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and supplemented by incorporating
by reference the information set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons,
and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 2,334,340 outstanding
shares of Class A Common Stock as of November 6, 2023.
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page
11 of 12 |
SIGNATURES
After reasonable inquiry and to
the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 22, 2023
| |
BELLEVUE CAPITAL PARTNERS, LLC |
|
| |
|
|
| |
By: |
/s/ Michael R. Anderson |
|
| |
|
Name: Michael R. Anderson
Title: General Counsel |
|
Dated: November 22, 2023
| |
AR GLOBAL INVESTMENTS, LLC |
|
| |
|
|
| |
By: |
/s/ Michael R. Anderson |
|
| |
|
Name: Michael R. Anderson
Title: General Counsel |
|
Dated: November 22, 2023
| |
AMERICAN REALTY CAPITAL III, LLC |
|
| |
|
|
| |
By: |
AR GLOBAL INVESTMENTS, LLC, its sole member |
|
| |
|
|
|
| |
By: |
/s/ Michael R. Anderson |
|
| |
|
Name: Michael R. Anderson
Title: General Counsel |
|
Dated: November 22, 2023
| |
NEW YORK CITY SPECIAL LIMITED PARTNERSHIP, LLC |
|
| |
|
|
| |
By: |
AMERICAN REALTY CAPITAL III, LLC, its sole member |
|
| |
|
|
|
| |
By: |
AR GLOBAL INVESTMENTS, LLC, its sole member |
|
| |
|
|
|
| |
By: |
/s/ Michael R. Anderson |
|
| |
|
Name: Michael R. Anderson
Title: General Counsel |
|
| CUSIP No. 649439205 |
SCHEDULE 13D |
Page 12 of 12 |
Dated: November 22, 2023
| |
NEW YORK CITY ADVISORS, LLC |
|
| |
|
|
| |
By: |
/s/ Edward M. Weil, Jr. |
|
| |
|
Name: Edward M. Weil, Jr.
Title: Chief Executive Officer |
|
Dated: November 22, 2023
| |
NICHOLAS S. SCHORSCH |
|
| |
|
|
| |
By: |
/s/ Michael R. Anderson |
|
| |
|
Name: Michael R. Anderson, as Attorney-in-Fact |
|
Dated: November 22, 2023
| |
EDWARD M. WEIL, JR. |
|
| |
|
|
| |
By: |
/s/ Michael R. Anderson |
|
| |
|
Name: Michael R. Anderson, as Attorney-in-Fact |
|
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