|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036 |
No longer 10% Owner | |||
| Morgan Stanley Real Estate Special Situations Fund III, L.P. 1585 BROADWAY 37TH FLOOR NEW YORK, NY 10036 |
No longer 10% Owner | |||
| SSF III Gemini, LP 1585 BROADWAY 37TH FLOOR NEW YORK, NY 10036 |
No longer 10% Owner | |||
| SSF III Gemini GP, LLC 1585 BROADWAY 37TH FLOOR NEW YORK, NY 10036 |
No longer 10% Owner | |||
| Morgan Stanley Real Estate Special Situations Fund III-GP, L.L.C. 1585 BROADWAY 37TH FLOOR NEW YORK, NY 10036 |
No longer 10% Owner | |||
| MSRESS III Manager, L.L.C. 1585 BROADWAY 37TH FLOOR NEW YORK, NY 10036 |
No longer 10% Owner | |||
| MSRESS III, Inc. 1585 BROADWAY 37TH FLOOR NEW YORK, NY 10036 |
No longer 10% Owner | |||
| /s/ Dennine Bullard, Authorized Signatory | 04/07/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The consummation of the transaction (the "AFR Transaction") contemplated by that certain Merger Agreement, dated as of November 2, 2007, among the Issuer, American Financial Realty Trust ("AFR") and certain of their respective affiliates occurred on April 1, 2008. Pursuant to the AFR Transaction, certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley, its subsidiaries and affiliates (collectively, "MS") became entitled to receive 0.12096 shares of common stock, par value $0.001, of the Issuer (the "GKK Common Stock") in respect of each share of AFR common stock held by the MS Reporting Units (the aggregate of 511,356 shares of GKK Common Stock such MS Reporting Units became entitled to receive, the "Merger Shares"). |
| (2) | By virtue of the relationships described below, Morgan Stanley may be deemed to have shared voting and dispositive power with respect to 3,809,524 shares (the "Gemini Shares") of GKK Common Stock held by SSF III Gemini, LP ("Gemini"). Accordingly, prior to consummation of the AFR Transaction, Morgan Stanley may have been deemed to have been a 10% Owner. As a result of the issuance of shares GKK Common Stock pursuant to the AFR Transaction, the Gemini Shares, together with the Merger Shares and the Additional Shares described in Note (4) constitute less than 10% of the outstanding GKK Common Stock. |
| (3) | SSF III Gemini GP, LLC ("Gemini GP") is the general partner of Gemini. Morgan Stanley Real Estate Special Situations Fund III, L.P. ("SSF III") is the sole member of Gemini GP and the limited partner of Gemini. Morgan Stanley Real Estate Special Situations III-GP, L.L.C. ("SSF III GP") is the general partner of SSF III. MSRESS III Manager, L.L.C ("MSRESS Manager") is the managing member of SSFIII GP. MSRESS III, Inc. ("MSRESS III") is the managing member of MSRESS Manager, and is a wholly owned subsidiary of Morgan Stanley. |
| (4) | Morgan Stanley may be deemed to beneficially own the Merger Shares and 66,539 shares of GKK Common Stock (the "Additional Shares") beneficially owned by the MS Reporting Units. |
| (5) | Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Gemini Shares, the Merger Shares or the Additional Shares for purposes of Section 16 of the Exchange Act, or for any other purpose, and the Reporting Person disclaims beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with Securities and Exchange Commission Release No. 34-39538 (1/12/98). |