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
1516 S. Bundy Dr., Suite 200
Los
Angeles, California 90025
(310)
889-2511
Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications
May 26, 2021
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
John V. Winfield
|
Tax
Identification Number
548-70-8959
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
(a)
[ ]
(b) [X]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth.
|
5.
|
Check
if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
U.S.
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
18,641
|
8.
|
Shared Voting Power
567,207
|
9.
|
Sole
Dispositive Power
18,641
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
567,207
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
77.2%
|
14.
|
Type
of Reporting Person
IN
|
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
InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth.
|
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
548,566
|
8.
|
Shared Voting Power
|
9.
|
Sole
Dispositive Power
548,566
|
10.
|
Shared Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
548,566
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
74.7%
|
14.
|
Type
of Reporting Person
CO
|
AMENDMENT
NO. 12
TO
SCHEDULE 13D
OF
JOHN V. WINFIELD
AND
THE INTERGROUP CORPORATION
REGARDING
OWNERSHIP OF SECURITIES OF
PORTSMOUTH
SQUARE, INC.
This
Amendment No. 12 to Schedule 13D is being filed by John V. Winfield and 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 1516 S. Bundy Dr., Suite 200, 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 May 26 and May 27, 2021, InterGroup purchased additional shares of the
Common Stock of Portsmouth in a series of open market purchases. InterGroup has purchased shares of the Common Stock of Portsmouth for
investment purposes. InterGroup may make additional purchases of the Common Stock in open market transactions, primarily in block purchases
or private transactions, to increase their equity interest in Portsmouth.
InterGroup presently owns 74.7% of the Common Stock of Portsmouth. Four of Portsmouth’s directors are also directors of InterGroup.
John V. Winfield serves as Chairman of the Board and President of InterGroup and Chairman of the Board of Portsmouth.
Except
as discussed above, InterGroup does 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 May 27, 2021, John V. Winfield beneficially owns 18,641 shares
of the Common Stock of Portsmouth. Those shares represent approximately 2.5% of the outstanding Common Stock of Portsmouth. As of May
27, 2021, InterGroup owns 548,566 shares of the Common Stock of Portsmouth, representing approximately 74.7% of the outstanding Common
Stock. To the extent that Mr. Winfield may be deemed to beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth
owned by InterGroup, Mr. Winfield would beneficially own approximately 77.2% of the Common Stock of Portsmouth.
The above percentages were determined based on Portsmouth’s representation
that it had 734,187 shares of Common Stock outstanding as of May 27, 2021.
(b)
Mr. Winfield 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 Mr. Winfield beneficially owns more than
65% of the Common Stock of InterGroup, it is expected that all shares of Common Stock held by Mr. Winfield 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
|
5/27/2021
|
|
6,099
|
|
53.98
|
|
Open Market
Purchase
|
5/26/2021
|
|
14,500
|
|
52.84
|
|
Open Market
Purchase
|
5/26/2021
|
|
2,400
|
|
53.83
|
|
Open Market
Purchase
|
5/26/2021
|
|
900
|
|
54.00
|
|
Open Market
Purchase
|
5/26/2021
|
|
500
|
|
54.00
|
|
Open Market
Purchase
|
5/26/2021
|
|
300
|
|
51.00
|
|
Open Market
Purchase
|
5/26/2021
|
|
300
|
|
51.50
|
|
Open Market
Purchase
|
5/26/2021
|
|
300
|
|
52.00
|
|
Open Market
Purchase
|
(d)
No person other than John V. Winfield 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: June 7, 2021
|
John
V. Winfield
|
|
|
|
|
By:
|
/s/ John
V. Winfield
|
|
|
John
V. Winfield
|
|
|
President,
Chairman of the Board and CEO
|
|
|
|
Dated: June 7, 2021
|
THE INTERGROUP CORPORATION
|
|
|
|
|
By:
|
/s/
Danfeng Xu
|
|
|
Danfeng
Xu
|
|
|
Treasurer
and Controller
|
APPENDIX
A
THE
INTERGROUP CORPORATION
Executive
Officers and Directors*
John
V. Winfield -
|
Chairman
of the Board, President and Chief Executive Officer, The InterGroup Corporation.
Chairman of the Board and Chief Executive Officer, Portsmouth Square, Inc.
|
|
Citizenship:
United States
|
|
|
William
J. Nance -
|
Director
of The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Principal
Occupation: Certified Public Accountant (“CPA”) and Consultant
|
|
Citizenship:
United States
|
|
|
Yvonne
L. Murphy -
|
Director
of The InterGroup Corporation. Principal Occupation: Lobbyist and management consultant
|
|
Citizenship:
United States
|
|
|
John
C. Love -
|
Director
of The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Retired
CPA, Independent consultant to the hospitality and tourism industries
|
|
Citizenship:
United States
|
|
|
Jerold
R. Babin -
|
Director
of The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Principal
Occupation: Retired retail securities broker
|
|
Citizenship:
United States
|
|
|
David
C. Gonzalez -
|
Vice
President Real Estate, The InterGroup Corporation
|
|
President, Portsmouth Square, Inc.
|
|
Citizenship:
United States
|
|
|
Danfeng
Xu -
|
Secretary,
Treasurer, and Controller, The InterGroup 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, 1516 S. Bundy
Dr., Suite 200, Los Angeles, CA 90025.