PORTSMOUTH,
SQUARE, INC.
Name
of Issuer
Common
Stock, No Par Value Per Share
Title
of Class of Securities
737212-10-0
CUSIP
Number
Danfeng
Xu
Treasurer
The
InterGroup Corporation
12121
Wilshire Blvd., Suite 610
Los
Angeles, California 90025
(310)
889-2511
Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications
February
13, 2020
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 and 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).
CUSIP
No. 737212-10-0
1.
|
Name
of Reporting Person
Santa
Fe Financial Corporation
|
Tax
Identification Number
95-2452529
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b) [X]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
Nevada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
505,437
|
8.
|
Shared Voting Power
|
9.
|
Sole
Dispositive Power
505,437
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
505,437
Shares of Common Stock
|
12.
|
Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
|
13.
|
Percent
of Class Represented by Amount in Row 11
68.8%
|
14.
|
Type
of Reporting Person
CO
|
CUSIP
No. 737212-10-0
1.
|
Name
of Reporting Person
The
InterGroup Corporation
|
Tax
Identification Number
13-3293645
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b) [X]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
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
99,229
|
8.
|
Shared Voting Power
|
9.
|
Sole
Dispositive Power
99,229
|
10.
|
Shared Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
99,229
Shares of Common Stock
|
12.
|
Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
|
13.
|
Percent
of Class Represented by Amount in Row 11
13.5%
|
14.
|
Type
of Reporting Person
CO
|
AMENDMENT
NO. 10
TO
SCHEDULE 13D
OF
SANTA FE FINANCIAL CORPORATION
AND
THE INTERGROUP CORPORATION
REGARDING
OWNERSHIP OF SECURITIES OF
PORTSMOUTH
SQUARE, INC.
This
Amendment No. 10 to Schedule 13D is being filed by Santa Fe Financial Corporation, a Nevada corporation (“Santa Fe”),
and Santa Fe’s parent company, The InterGroup Corporation, a Delaware corporation (“InterGroup”) to update information
previously furnished.
The
following items of this Schedule 13D are amended:
Item
1. Security of Issuer.
This
Amendment reflects additional purchases of the Common Stock, no par value (the “Common Stock”) of Portsmouth Square,
Inc., a California corporation (“Portsmouth” or the “Issuer”) by InterGroup. The address of the principal
executive offices of the Issuer is 12121 Wilshire Blvd., Suite 610, Los Angeles, CA 90025.
Item
3. Source and Amount of Funds or Other Consideration.
InterGroup
used working capital to purchase the additional shares of Common Stock in Portsmouth.
Item
4. Purposes of Transactions.
On
February 13, 2020, InterGroup purchased additional shares of the Common Stock of Portsmouth in an open market purchase. InterGroup
has purchased their shares of the Common Stock for investment purposes. Santa Fe and InterGroup may make additional purchases
of Common Stock in the open market transactions, primarily in block purchases, or in private transactions, to increase their equity
interest in Portsmouth.
Portsmouth
is a 68.8%-owned subsidiary of Santa Fe, which has had ownership, voting and management control of Portsmouth since 1987. Santa
Fe is a subsidiary of InterGroup, which controls approximately 87.3% of the voting shares of Santa Fe. InterGroup presently owns
13.5% of the Common Stock of Portsmouth. Two of Santa Fe’s three directors also serve as directors of InterGroup. Two of
Portsmouth’s five directors serve as directors of Santa Fe and four of Portsmouth’s directors are also directors of
InterGroup. John V. Winfield serves as Chairman of the Board and President of InterGroup, Santa Fe and Portsmouth.
Except
as discussed above, Santa Fe and InterGroup do not have any other plans or proposals at this time which relate to or would result
in the events set forth in this Item 4.
Item
5. Interest in the Securities of the Issuer.
(a)
As of February 13, 2020, Santa Fe beneficially owns 505,437 shares of the Common Stock of Portsmouth. Those shares represent approximately
68.8% of the outstanding Common Stock of Portsmouth. As of February 13, 2020, InterGroup owns 99,229 shares of the Common Stock
of Portsmouth, representing approximately 13.5% of the outstanding Common Stock. To the extent that InterGroup may be deemed to
beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth owned by Santa Fe, InterGroup would beneficially
own approximately 82.3% of the Common Stock of Portsmouth.
The
above percentages were determined based on Portsmouth’s representation that it had 734,183 shares of Common Stock outstanding
as of February 13, 2020.
(b)
Santa Fe and InterGroup have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition
of, the shares of Common Stock beneficially owned by each of them, respectively. Since two of Santa Fe’s three directors
are also directors of InterGroup, it is expected that all shares of Common Stock held by Santa Fe and InterGroup would be voted
in the same way; however, there is no requirement or agreement that those shares be voted in that manner.
(c)
Information with respect to transactions in the Common Stock that were affected during the past sixty (60) days is set forth below:
|
Date
|
|
Number
of Shares
|
|
Price
per Share
|
|
Nature
|
|
02/13/2020
|
|
667
|
|
$92.00
|
|
Open
Market Purchase
|
(d)
No person other than Santa Fe and InterGroup, has the right to receive or the power to direct the receipt of dividends from, and
the proceeds from the sale of, the shares beneficially owned by each of them, respectively.
(e)
Inapplicable.
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.
Dated:
|
February
19, 2020
|
SANTA FE FINANCIAL CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Danfeng Xu
|
|
|
|
Danfeng
Xu
|
|
|
|
Treasurer
|
|
|
|
|
Dated:
|
February
19, 2020
|
THE INTERGROUP CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Danfeng Xu
|
|
|
|
Danfeng
Xu
|
|
|
|
Treasurer
|
APPENDIX
A
THE
INTERGROUP CORPORATION
Executive
Officers and Directors*
John
V. Winfield -
|
Chairman
of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth
Square, Inc.
|
|
Citizenship:
United States
|
|
|
William
J. Nance -
|
Director.
Principal Occupation: Certified Public Accountant (“CPA”) and Consultant
|
|
Citizenship:
United States
|
|
|
Yvonne
L. Murphy -
|
Director.
Principal Occupation: Lobbyist and management consultant
|
|
Citizenship:
United States
|
|
|
John
C. Love -
|
Director.
Retired CPA, Independent consultant to the hospitality and tourism industries
|
|
Citizenship:
United States
|
|
|
Jerold
R. Babin -
|
Director.
Principal Occupation: Retired retail securities broker
|
|
Citizenship:
United States
|
|
|
David
C. Gonzalez -
|
Vice
President Real Estate, The InterGroup Corporation
|
|
Citizenship:
United States
|
|
|
Danfeng
Xu -
|
Secretary,
Treasurer and Controller, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.
|
|
Citizenship:
People’s Republic of China
|
*
Business Address: The business address for all executive officers and directors is c/o The InterGroup Corporation, 12121 Wilshire
Blvd., Suite 610, Los Angeles, CA 90025.