Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
08 Mai 2024 - 10:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
ACRES
Commercial Realty Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
00489Q102
(CUSIP
Number)
Jaclyn
Jesberger
ACRES Commercial Realty Corp.
390 RXR Plaza
Uniondale, NY 11556
Phone : (516) 535-0015
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 7, 2024
(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.
☐
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).
| 1 |
NAME
OF REPORTING PERSON
ACRES
Share Holdings, 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 ITEM 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
966,347 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE
POWER
966,347 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,347 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.14% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
The calculation of the foregoing percentage is based on 7,958,714 shares
of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 of ACRES Commercial
Realty Corp. as filed with the Securities and Exchange Commission on May 8, 2024.
| 1 |
NAME
OF REPORTING PERSON
ACRES Capital, 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 ITEM 2(d) OR 2(e)
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH* |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED VOTING
POWER
966,347 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE
POWER
966,347 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,347 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.14% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
The calculation of the foregoing percentage is based on 7,958,714 shares
of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 of ACRES Commercial
Realty Corp. as filed with the Securities and Exchange Commission on May 8, 2024.
| 1 |
NAME
OF REPORTING PERSON
ACRES Capital Corp. |
| 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 ITEM 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
966,347 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE
POWER
966,347 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,347 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.14% |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| |
|
|
|
The calculation of the foregoing percentage is based on 7,958,714 shares
of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 of ACRES Commercial
Realty Corp. as filed with the Securities and Exchange Commission on May 8, 2024.
EXPLANATORY
NOTE
This Amendment No. 2 to the statement of beneficial ownership on Schedule
13D (this “Amendment”) amends the Schedule 13D originally filed by the Reporting Persons with the United States Securities
and Exchange Commission on May 11, 2022 and amended on February 14, 2024 (the “Schedule 13D”), relating to the shares of common
stock, par value $0.001 (the “Common Stock”), of ACRES Commercial Realty Corp.., a Maryland corporation (the “Issuer”).
Unless otherwise indicated, all capitalized terms used herein in this Amendment shall have the meaning ascribed to them in Schedule 13D,
and unless amended hereby, all information previously filed remains in effect.
| Item 4. |
Purpose
of Transaction |
| |
|
| |
On May 6, 2022, the Issuer granted 299,999 shares of common stock to
ACRES Share Holdings, LLC an affiliate of the Manager under the ACRES Commercial Realty Corp. Manager Incentive Plan. On February 6, 2023,
May 2, 2023, August 1, 2023, October 31, 2023 and February 9, 2024, the Issuer issued 17,780; 6,875; 14,226; 30,320 and 1,911 shares of
common stock, respectively, to ACRES Share Holdings, LLC pursuant to the Management Agreement for incentive compensation. On May 7, 2024,
the Issuer granted 295,237 shares of common stock to ACRES Share Holdings, LLC an affiliate of the Manager under the ACRES Commercial
Realty Corp. Manager Incentive Plan. |
| |
(a) |
The Issuer will grant up to 333,333 restricted shares under the equity
compensation plans to the Reporting Persons when each of the following book value targets are met: $21.00, $24.00, $27.00, $30.00, $33.00
and $36.00. In the second quarter of 2021 and in May 2022, restricted shares were issued to the Reporting Persons when the Issuer reported
a book value of $21.00 and $24.00, respectively. Additionally, on May 7, 2024, 295,237 restricted shares were issued to the Reporting
Persons when the Issuer reported a book value of $27.00. |
| Item 5. |
Interest
in Securities of the Issuer |
| |
(a) |
(a) - (b) As of the date hereof, ACRES Share Holdings, LLC directly
holds 966,347 shares of common stock. ACRES Share Holdings, LLC is a subsidiary of the Manager. Voting and dispositive power over shares
held by the Manager are exercised by the board of directors of ACRES Capital Corp. Each of the five directors of ACRES Capital Corp.,
which include Messrs. Fentress and Fogel, Chairman and CEO/President, respectively, of the Issuer, has one vote, and the approval of a
majority is required to approve an action. Under the so-called “rule of three” if voting and dispositive decisions regarding
an entity’s securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority
of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities.
The aggregate number and percentage of the shares of common stock beneficially owned by each Reporting Person and, for each Reporting
Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through
11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
The percentage of shares of common stock beneficially owned by each Reporting Person set forth on the cover pages of this Schedule 13D
is calculated based on 7,958,714 shares of common stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024 of ACRES Commercial Realty Corp., Inc. as filed with the Securities and Exchange Commission on May 8, 2024.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons
(other than ACRES Share Holdings, LLC which directly holds the shares of common stock reported on this Schedule 13D) is the beneficial
owner of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for
any other purpose, and such beneficial ownership is expressly disclaimed. |
| Transaction
Date |
|
Shares
or Units Purchased (Sold) |
|
Price
Per Share or Unit |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
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Signatures
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.
| |
ACRES
Share Holdings, LLC |
| |
|
|
| May
8, 2024 |
By: |
/s/
Jaclyn Jesberger |
| |
|
Vice
President |
| |
|
|
| |
ACRES
Capital, LLC |
| |
|
|
| May
8, 2024 |
By: |
/s/
Jaclyn Jesberger |
| |
|
Chief
Legal Officer |
| |
|
|
| |
ACRES
Capital Corp. |
| |
|
|
| May
8, 2024 |
By: |
/s/
Jaclyn Jesberger |
| |
|
Secretary |
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