13D Filing: FrontFour Capital Group and Granite REIT Inc. (GRP.U)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
FrontFour Capital Group 0 1,065,376 0 1,065,376 1,065,376 (see Item 5) 2.26%
FrontFour Value Fund 0 703,500 0 703,500 703,500 (see Item 5) 1.49%
FrontFour Value GP Inc 0 703,500 0 703,500 703,500 (see Item 5) 1.49%
FrontFour Master Fund, Ltd 0 641,357 0 641,357 641,357 (see Item 5) 1.36%
FrontFour Opportunity Fund 0 26,624 0 26,624 26,624 (see Item 5) Less than 1%
FrontFour Capital Corp 0 26,624 0 26,624 26,624 (see Item 5) Less than 1%
Stephen Loukas 0 1,795,500 0 1,795,500 1,795,500 (see Item 5) 3.81%
David A. Lorber 0 1,795,500 0 1,795,500 1,795,500 (see Item 5) 3.81%
Zachary George 0 1,795,500 0 1,795,500 1,795,500 (see Item 5) 3.81%
Sandpiper Asset Management Inc 0 1,124,075 0 1,124,075 1,124,075 (see Item 5) 2.39%
Sandpiper Real Estate Fund Limited Partnership 0 255,225 0 255,225 255,225 (see Item 5) Less than 1%
Stone Opportunity Limited Partnership 0 868,850 0 868,850 868,850 (see Item 5) 1.84%
Sandpiper GP Inc 0 1,124,075 0 1,124,075 1,124,075 (see Item 5) 2.39%
Samir A. Manji 0 1,124,075 0 1,124,075 1,124,075 (see Item 5) 2.39%
Salim Aziz Manji 0 1,124,075 0 1,124,075 1,124,075 (see Item 5) 2.39%

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Page 1 of 32 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*

Granite
Real Estate Investment Trust
Granite REIT Inc.

(Name of Issuer)

Stapled Units,
no par value per unit

(Title of Class of Securities)

387437114

(CUSIP Number)

Zachary George

FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

(203) 274-9050

Samir A. Manji

Sandpiper Asset Management Inc.

200 Burrard Street, Suite 1670,

Vancouver, British Columbia
V6C 3L6

(604) 558-4885

Walied Soliman, Esq.

Heidi Reinhart, Esq.

Norton Rose Fulbright Canada
LLP

200 Bay Street, Suite 3800

Toronto, Ontario M5J 2Z4

(416) 216-4820

Aneliya Crawford, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2372

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 25,
2017

(Date of Event Which Requires Filing of This Statement)

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Page 2 of 32 – SEC Filing

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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 31 Pages)

______________________________

* 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).

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Page 3 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

FrontFour Capital Group LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,065,376 (including options to purchase 374,800 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,065,376 (including options to purchase 374,800 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,065,376 (including options to purchase 374,800 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

2.26%

14

TYPE OF REPORTING PERSON

IA

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Page 4 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

FrontFour Value Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

703,500

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

703,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

703,500

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

1.49%

14

TYPE OF REPORTING PERSON

OO

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Page 5 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

FrontFour Value GP Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

703,500

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

703,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

703,500

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

1.49%

14

TYPE OF REPORTING PERSON

CO

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Page 6 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

FrontFour Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

641,357 (including options to purchase 230,600 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

641,357 (including options to purchase 230,600 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

641,357 (including options to purchase 230,600 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

1.36%

14

TYPE OF REPORTING PERSON

CO

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Page 7 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

FrontFour Opportunity Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

26,624 (including options to purchase 16,200 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

26,624 (including options to purchase 16,200 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

26,624 (including options to purchase 16,200 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

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Page 8 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

FrontFour Capital Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

26,624 (including options to purchase 16,200 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

26,624 (including options to purchase 16,200 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

26,624 (including options to purchase 16,200 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

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Page 9 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Stephen Loukas

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,795,500 (including options to purchase 391,000 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

3.81%

14

TYPE OF REPORTING PERSON

IN

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Page 10 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

David A. Lorber

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,795,500 (including options to purchase 391,000 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

3.81%

14

TYPE OF REPORTING PERSON

IN

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Page 11 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Zachary George

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,795,500 (including options to purchase 391,000 Stapled Units)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,795,500 (including options to purchase 391,000 Stapled Units)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

3.81%

14

TYPE OF REPORTING PERSON

IN

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Page 12 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Sandpiper Asset Management Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

2.39%

14

TYPE OF REPORTING PERSON

IA

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Page 13 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Sandpiper Real Estate Fund Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

255,225

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

255,225

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

255,225

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

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Page 14 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Stone Opportunity Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Columbia, Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

868,850

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

868,850

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

868,850

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

1.84%

14

TYPE OF REPORTING PERSON

PN

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Page 15 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Sandpiper GP Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

2.39%

14

TYPE OF REPORTING PERSON

CO

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Page 16 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Samir A. Manji

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

2.39%

14

TYPE OF REPORTING PERSON

IN

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Page 17 of 32 – SEC Filing

1

NAME OF REPORTING PERSONS

Salim Aziz Manji

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,124,075

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,124,075

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,124,075

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

2.39%

14

TYPE OF REPORTING PERSON

IN

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Page 18 of 32 – SEC Filing

Item 1. SECURITY AND ISSUER
This
statement relates to the stapled units (the “Stapled Units”), consisting of (i) one unit, no par value
per unit, of Granite Real Estate Investment Trust, an Ontario real estate investment trust (the
REIT”), and (ii) one common share, no par value per share, of Granite REIT Inc., a British Columbia
corporation (the “GP”).  The principal executive offices of the REIT and the GP are located
at 77 King Street West, Suite 4010, P.O. Box 159, Toronto-Dominion Centre, Toronto, Ontario M5K 1H1.
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed by:
(i) FrontFour Capital Group LLC, a limited liability company formed under the laws of the State of Delaware (“FrontFour Capital”);
(ii) FrontFour Value Fund, a limited partnership existing under the laws of Ontario, Canada (the “Value Fund”);
(iii) FrontFour Value GP Inc., a corporation formed under the laws of British Columbia, Canada (the “Value Fund GP”);
(iv) FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (the “Master Fund”);
(v) FrontFour Opportunity Fund, a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”);
(vi) FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”);
(vii) Stephen Loukas (“Mr. Loukas”);
(viii) David A. Lorber (“Mr. Lorber”);
(ix) Zachary George (“Mr. George”);
(x) Sandpiper Asset Management Inc., a corporation formed under the federal laws of Canada (“Sandpiper”);
(xi) Sandpiper Real Estate Fund Limited Partnership, a limited partnership existing under the laws of British Columbia, Canada (“Sandpiper Real Estate LP”);
(xii) Stone Opportunity Limited Partnership, a limited partnership existing under the laws of British Columbia, Canada (“Stone Opportunity LP”);
(xiii) Sandpiper GP Inc., a corporation formed under the federal laws of Canada (“Sandpiper GP”);
(xiv) Samir A. Manji (“Mr. Manji”);
and
(xv) Salim Aziz Manji (“Mr. Salim Manji”).

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Page 19 of 32 – SEC Filing

Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting
Persons
.” FrontFour Capital and Sandpiper GP are parties to a group agreement and each of the
Reporting Persons is party to a joint filing agreement, each as further described in Item 6.  Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal
business address of each of FrontFour Capital, FrontFour Corp., the Canadian Fund and Messrs. Loukas, Lorber and George is
35 Mason Street, 4th Floor, Greenwich, Connecticut 06830.  The principal business address of each of the Value
Fund and the Value Fund GP is c/o Norton Rose Fulbright Canada LLP, 200 Bay Street, Suite 3800, Toronto, Ontario M5J
2Z4.  The principal business address of the Master Fund is c/o Intertrust Cayman, 190 Elgin Avenue, George Town,
Grand Cayman KY1-9007, Cayman Islands.  The principal business address of each of Sandpiper, Sandpiper
Real Estate LP, Stone Opportunity LP, Sandpiper GP and Mr. Manji is 200 Burrard Street, Suite 1670, Vancouver,
British Columbia V6C 3L6. The principal business address of Mr. Salim Manji is 4576 Yonge Street, Suite 300, Toronto, Ontario M2N 6N4.
The directors, executive officers and principals of each of FrontFour Capital, the Value Fund, the Value Fund GP, the Master Fund, the Canadian Fund, FrontFour Corp., Sandpiper, Sandpiper Real Estate LP, Stone Opportunity LP and Sandpiper GP and their principal occupations and business addresses are set forth on Schedule A attached hereto and are incorporated by reference in this Item 2.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the REIT or GP or is a party to any contract, agreement or understanding required to be disclosed herein.
(c) The principal
business of each of the Value Fund, the Master Fund and the Canadian Fund is investing in securities.
The principal business of
the Value Fund GP is serving as the general partner of the Value Fund.
The principal business of
FrontFour Capital is serving as the investment manager of the Master Fund and of accounts it separately manages (the
Separately Managed Accounts”).  The principal occupation of each of Messrs. Loukas, Lorber and
George is serving as a managing member and principal owner of FrontFour Capital and serving as directors of the Value Fund
GP.  By virtue of these relationships, each of (i) FrontFour Capital and Messrs. Loukas, Lorber and George may be
deemed to beneficially own the Stapled Units directly owned by the Master Fund, the Separately Managed Accounts and the
Albert Fried, Jr. 2013 Revocable Trust (the “Albert Fried Trust”), and (ii) each of the Value Fund GP
and Messrs. Loukas, Lorber and George may be deemed to beneficially own the Stapled Units directly owned by the
Value Fund.
The principal business of FrontFour Corp. is serving as the investment manager of the Canadian Fund.  Messrs. Loukas, Lorber and George are the principal owners and the directors of FrontFour Corp.  By virtue of these relationships, each of FrontFour Corp. and Messrs. Loukas, Lorber and George may be deemed to beneficially own the Stapled Units directly owned by the Canadian Fund.
The principal business of each of Sandpiper Real Estate LP and Stone Opportunity LP is investing directly or indirectly in real estate. The principal occupation of each of Messrs. Manji and Salim Manji is serving as a chief
executive officer and director, respectively, and as indirect principal owner of Sandpiper.  The principal business of Sandpiper GP is serving as the general partner of Sandpiper Real Estate LP and Stone Opportunity LP.  The principal business of Sandpiper is to manage and control, whether directly or indirectly, the investments and activities of Sandpiper Real Estate LP and Stone
Opportunity LP. Messrs. Manji and Salim Manji may be deemed to beneficially own the Stapled Units directly owned by Sandpiper
Real Estate LP and Stone Opportunity LP.

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(d) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Messrs. Loukas,
Lorber and George are citizens of the United States of America. Messrs. Manji and Salim Manji are citizens of Canada. The
jurisdiction of formation of each of the other Reporting Persons is set forth in Item 2(a).  The citizenship of the
persons listed on Schedule A is set forth therein.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Stapled Units purchased by each of the Value Fund, the Master Fund and the Canadian Fund, the Stapled Units held in the
Separately Managed Accounts and the Stapled Units held by the Albert Fried Trust, were purchased with working capital (which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).  The Stapled
Units purchased by each of Sandpiper Real Estate LP and Stone Opportunity LP were purchased with working capital (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business).
The aggregate
purchase price of the 703,500 Stapled Units owned directly by the Value Fund is approximately $24,017,652.00, including
brokerage commissions.  The aggregate purchase price of the 410,757 Stapled Units owned directly by the Master
Fund (including options to purchase 230,600 Stapled Units) is approximately $13,454,780.88, including brokerage
commissions.  The aggregate purchase price of the 10,424 Stapled Units owned directly by the Canadian Fund
(including options to purchase 16,200 Stapled Units) is approximately $353,964.79, including brokerage
commissions.  The aggregate purchase price of the 258,819 Stapled Units held in the Separately Managed
Accounts (including options to purchase 144,200 Stapled Units) is approximately $8,549,538.80, including brokerage
commissions.  The aggregate purchase price of the 21,000 Stapled Units held by the Albert Fried Trust is
approximately $730,707.29, excluding brokerage commissions. The aggregate purchase price of the
255,225 Stapled Units owned directly by Sandpiper Real Estate LP is approximately $8,270,322.89, including brokerage
commissions.  The aggregate purchase price of the 868,850 Stapled Units owned directly by Stone
Opportunity LP is approximately $29,059,788.76, including brokerage commissions.  The Stapled Units were
purchased by each of the Reporting Persons using Canadian Dollars.  Unless otherwise noted, the amounts
reported in this Schedule 13D were converted into U.S. Dollars based on the Bank of Canada noon rate of exchange
reported on April 28, 2017, which was CA$1.00 = US$0.732.
Item 4. PURPOSE OF TRANSACTION
The
Reporting Persons acquired beneficial ownership of the Stapled Units for investment purposes because they believed the
Stapled Units represented an attractive investment opportunity.  The Reporting Persons believe that the Stapled
Units at current market prices are undervalued.

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On
April 25, 2017, FrontFour Capital and Sandpiper GP entered into a Group Agreement (the “Group Agreement”),
for the purpose of (i) engaging in private discussions with the REIT and the GP regarding their business, assets,
capitalization, financial condition, operations, management, each respective board, including board composition matters,
strategy, strategic alternatives and future plans; (ii) taking all other actions with respect to the foregoing; (iii) taking
any other actions the Reporting Persons determine to undertake in connection with their respective investments in the REIT
and the GP, all to the extent permitted by the Group Agreement; and (iv) determining the division of costs and expenses
related to the foregoing.  The foregoing summary of the Group Agreement is qualified in its entirety by reference
to the full text of the Group Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated by reference
herein.
On April 19, 2017, FrontFour
Capital and the Albert Fried Trust entered into the Amended and Restated Agreement to Invest (the “Agreement to
Invest
”), under which the Albert Fried Trust agreed to invest in the Stapled Units, and the purchase, disposition
and voting of the REIT’s units and the GP’s common shares shall be directed by FrontFour
Capital.
The
Reporting Persons have engaged in discussions with the board of trustees of the REIT (the “REIT
Board
”), the board of directors of the GP (the “GP Board”), other
unitholders of the REIT and shareholders of the GP and may continue to engage in discussions with the REIT Board, GP
Board, other unitholders of the REIT and shareholders of the GP, management and other relevant parties concerning the
business, assets, capitalization, financial condition, operations, management, the REIT Board and the GP Board, strategy,
strategic alternatives and future plans of the REIT and GP.  The Reporting Persons may consider, formulate,
discuss and seek to cause the REIT Board and GP Board to implement various plans or proposals intended to enhance
unitholder or shareholder value, respectively, or enhance the value of the assets of the REIT or GP, respectively,
including plans or proposals that may involve changes to board structure and composition, capital allocation, portfolio
diversification and strategic transactions.  Any such actions or transactions may be taken, advocated by, or
involve the Reporting Persons alone or in conjunction with other unitholders or shareholders, financing sources and/or other third
parties, and could include proposing or considering one or more of the actions described in subsections (a) through (j)
of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investments in the REIT and GP on a continuing basis.  Depending on various factors, including, without limitation, the financial position and strategic direction of the REIT and GP, actions taken by the REIT Board or GP Board, price levels of the Stapled Units, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment as they deem appropriate, including, without limitation, purchasing additional Stapled Units or other financial instruments related to the REIT or GP or the Stapled Units or selling some or all of the Stapled Units, engaging in hedging or similar transactions involving securities relating to the REIT or GP or the Stapled Units and/or otherwise changing their intention with respect to any and all matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D.

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Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The
aggregate number of Stapled Units to which this Schedule 13D relates is 2,919,575 Stapled Units (including options to
purchase 391,000 Stapled Units), constituting approximately 6.20% of the outstanding Stapled Units. All percentages set
forth herein are based upon a total of 47,122,803 Stapled Units outstanding as of March 1, 2017, as reported in the
Report of Foreign Issuer on Form 6-K, filed by each of the REIT and GP with the
Securities and Exchange Commission on March 2, 2017.
The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Collectively, the “group”  may be deemed to have beneficial ownership of the aggregate number of Stapled Units owned by the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Stapled Units beneficially owned by any other Reporting Person.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not have voting or investment power over.
(b) Each
of the Value Fund GP, Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose
or direct the disposition of, the Stapled Units owned directly by the Value Fund.  Each of FrontFour Capital,
Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the
disposition of, the Stapled Units owned directly by the Master Fund, the Separately Managed Accounts and the Albert Fried
Trust.  Each of FrontFour Corp., Messrs. Loukas, Lorber and George have shared power to vote or direct the vote
of, and to dispose or direct the disposition of, the Stapled Units owned directly by the Canadian Fund.  Each
of Sandpiper, Sandpiper GP, Messrs. Manji and Salim Manji have shared power to vote or direct the vote of, and to dispose
or direct the disposition of, the Stapled Units owned directly by Sandpiper Real Estate LP and Stone Opportunity LP.
(c) The transactions in the securities of the REIT and GP effected by the Reporting Persons during the past 60 days are set forth on Schedule B attached hereto.  All of such transactions were effected in the open market except as otherwise set forth therein.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Stapled Units.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto
(the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is attached as Exhibit 1 to this Schedule
13D and is incorporated by reference herein.
FrontFour
Capital and Sandpiper GP are parties to the Group Agreement, as defined and described in Item 4, above.  A copy of the
Group Agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein. FrontFour
Capital and the Albert Fried Trust are parties to the Agreement to Invest, as defined and described in Item 4, above.

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FrontFour
Capital and the Value Fund GP are parties to the Amended and Restated Limited Partnership Agreement, dated April 19, 2017,
for the Value Fund. Pursuant to the terms of that agreement, the Value Fund GP is the sole general partner of the Value Fund
and has all powers necessary and appropriate to make and divest of the investment of the Value Fund in the
Stapled Units and otherwise deal in or with and exercise all rights, powers, privileges, options and other
incidents of ownership or possession with respect to the investment and is entitled, generally on an annual
basis, to a portion of the appreciation in the value of the Stapled Units.
Sandpiper and Sandpiper GP are parties to the Limited Partnership Agreement, dated February 6, 2017, for Stone Opportunity LP.  Pursuant to the terms of that agreement, Sandpiper has the authority to, acting on the instructions of Sandpiper GP, to trade in the securities of the REIT and GP, and Sandpiper GP has the authority to carry on the activity of Stone Opportunity LP and is entitled, generally, to a portion of the appreciation in the value of the Stapled Units.
The Master Fund beneficially
owns (i) 553 call options with a strike price of $42.00, 243 call options with a strike price of $46.00, 784 call options
with a strike price of $48.00, and 604 call options with a strike price of $50.00, for a total of 2,184 call options for
218,400 Stapled Units, which expire on July 21, 2017, and (ii) 122 call options with a strike price of $48.00 for 12,200
Stapled Units, which expire on October 20, 2017. The Canadian Fund beneficially owns (i) 17 call options with a strike price
of $42.00, 7 call options with a strike price of $46.00, 21 call options with a strike price of $48.00, and 15 call options with a strike price of $50.00, for a total of 60 call options for 6,000
Stapled Units, which expire on July 21, 2017, and (ii) 102 call options with a strike price of $48.00 for 10,200 Stapled Units,
which expire on October 20, 2017. The Separately Managed Accounts beneficially own (i) 340 call options with a strike price
of $42.00, 150 call options with a strike price of $46.00, 495 call options with a strike price of $48.00, and 381 call options
with a strike price of $50.00, for a total of 1,366 call options for 136,600 Stapled Units, which expire on July 21, 2017,
and (ii) 76 call options with a strike price of $48.00 for 7,600 Stapled Units, which expire on October 20, 2017.
The
Master Fund has (i) sold 1,331 and 845 put options with strike prices of $40.00 and $42.00, respectively, which expire
on July 21, 2017, for a total of 217,600 Stapled Units, and (ii) sold 122 put options with a strike price of $42.00, which
expire on October 20, 2017, for a total of 12,200 Stapled Units. The Canadian Fund has (i) sold 38 and 21 put options with
strike prices of $40.00 and $42.00 respectively, which expire on July 21, 2017, for a total of 5,900 Stapled Units, and
has (ii) sold 102 put options with a strike price of $42.00, which expire on October 20, 2017, for a total of 10,200
Stapled Units. The Separately Managed Accounts have (i) sold 841 and 534 put options with strike prices of $40.00
and $42.00, respectively, which expire on July 21, 2017, for a total of 137,500 Stapled Units, and have (ii) sold 76
put options with a strike price of $42.00, which expire on October 20, 2017, for a total of 7,600 Stapled
Units.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Stapled Units.
Item 7. EXHIBITS
 
Exhibit Description
1 Joint Filing Agreement, dated May 1, 2017.
2 Group Agreement, dated April 25, 2017.

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SIGNATURES

After reasonable
inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

DATE:  May 2, 2017
FRONTFOUR CAPITAL GROUP LLC
By: /s/ Zachary George
Name: Zachary George
Title: Managing Member
FRONTFOUR VALUE FUND
By: FrontFour Value GP Inc., its general partner
By: /s/ Zachary George
Name: Zachary George
Title:   Director
FRONTFOUR VALUE GP INC.
By: /s/ Zachary George
Name: Zachary George
Title:   Director
FRONTFOUR MASTER FUND, LTD.
By: FrontFour Capital Group LLC., its investment manager
By: /s/ Zachary George
Name: Zachary George
Title:   Managing Member
FRONTFOUR OPPORTUNITY FUND
By: FrontFour Capital Corp., its investment manager
By: /s/ Zachary George
Name: Zachary George
Title:   Principal

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FRONTFOUR CAPITAL CORP.
By: /s/ Zachary George
Name: Zachary George
Title:   Principal
By: /s/ Stephen Loukas
Name: Stephen Loukas
By: /s/ David A. Lorber
Name: David A. Lorber
By: /s/ Zachary George
Name: Zachary George
SANDPIPER ASSET MANAGEMENT INC.
By: /s/ Samir A. Manji
Name: Samir A. Manji
Title: Chief Executive Officer
SANDPIPER REAL ESTATE FUND LIMITED PARTNERSHIP
By: Sandpiper GP Inc., its general partner
By: /s/ Samir A. Manji
Name: Samir A. Manji
Title: Chief Executive Officer
STONE OPPORTUNITY LIMITED PARTNERSHIP
By: Sandpiper GP Inc., its general partner
By: /s/ Samir A. Manji
Name: Samir A. Manji
Title: Chief Executive Officer
SANDPIPER GP INC.
By: /s/ Samir A. Manji
Name: Samir A. Manji
Title: Chief Executive Officer

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By: /s/ Samir A. Manji
Name: Samir A. Manji
By: /s/ Salim Aziz Manji
Name: Salim Aziz Manji

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF

CERTAIN REPORTING PERSONS

 

FrontFour Capital

Name Position Citizenship Principal Occupation Business Address
Justin Hirsch Chief Financial Officer and Chief Compliance Officer USA Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

Value Fund GP

Name Position Citizenship Principal Occupation Business Address
Stephen Loukas Vice-President and
Director
USA Managing Member and principal owner of FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830
David A. Lorber Treasurer and Director USA Managing Member and principal owner of FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830
Zachary George President and Director USA Managing Member and principal owner of FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830

Master Fund

Name Position Citizenship Principal Occupation Business Address
Stephen Loukas Managing Member USA Managing Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

David A. Lorber Managing Member USA Managing Member and principal owner of FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830

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Zachary George

Managing
Member

USA Managing Member and principal owner of FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, Connecticut 06830
         
John Ackerley Director United Kingdom Chief Executive
Officer of Carne Global Financial Services (Cayman) Limited

Grand Pavilion Commercial Centre

802 West Bay Road

PO Box 30872

Grand Cayman, KY1-1204

Cayman Islands

Jonathan Morgan Director USA Principal owner of Sound Fund Advisors LLC

30 Old Kings Highway South

Darien, Connecticut 06820

Justin Hirsch Chief Financial Officer and Chief Compliance Officer USA Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

Canadian Fund

Name Position Citizenship Principal Occupation Business Address
Stephen Loukas Principal USA Managing Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

David A. Lorber Principal USA Managing Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

Zachary George Principal USA Managing Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

Justin Hirsch Chief Financial Officer and Chief Compliance Officer USA Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

FrontFour Corp.

Name Position Citizenship Principal Occupation Business Address
Stephen Loukas Director USA Managing Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

David A. Lorber Director USA

Managing
Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

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Zachary George Director USA Managing Member and principal owner of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

Justin Hirsch Chief Financial Officer and Chief Compliance Officer USA Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC

35 Mason Street, 4th Floor

Greenwich, Connecticut 06830

Sandpiper

Name Position Citizenship Principal Occupation Business Address
Samir A. Manji Officer Canada Chief Executive Officer 200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6
Renzo Paolo Barazzuol Officer Canada

President

Chief Operating Officer

200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6
Navdeep K. Gill Officer Canada

Secretary

Treasurer

200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6

Sandpiper GP, Sandpiper Real Estate LP and Stone Opportunity
LP

Name Position Citizenship Principal Occupation Business Address
Samir A. Manji Director Canada Chief Executive Officer 200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6
Salim Aziz Manji Director Canada Director

4576 Yonge
Street, Suite 300

Toronto, Ontario M2N 6N4

Renzo Paolo Barazzuol Officer Canada

President

Chief Operating Officer

200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6
Navdeep K. Gill Officer Canada

Secretary

Treasurer

200 Burrard Street, Suite 1670, Vancouver, British Columbia V6C 3L6

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SCHEDULE B

 

TRANSACTIONS IN THE STAPLED UNITS

BY THE REPORTING PERSONS

 

 

This Schedule sets
forth information with respect to each transaction in Stapled Units that were effectuated by the Reporting Persons and the
Albert Fried Trust in the last 60 days. Unless otherwise indicated, all transactions were effectuated in the open market
through a broker and all prices include brokerage commissions, other than as set forth below.

Value Fund

Trade Date Stapled Units Purchased (Sold) Price Per Stapled Unit ($)
3/6/2017 12,700 45.75
3/7/2017 10,000 45.98
3/7/2017 10,000 46.06
3/8/2017 10,000 45.63
3/9/2017 5,000 45.00
3/10/2017 5,000 44.90
3/14/2017 5,000 45.20
3/15/2017 125,000 45.00
3/16/2017 9,100 45.36
3/17/2017 10,000 45.72
3/20/2017 15,000 45.45
3/22/2017 5,000 45.20
3/23/2017 5,000 45.50
3/24/2017 56,200 45.70
3/27/2017 25,000 45.76
3/27/2017 10,000 45.80
3/28/2017 8,900 46.39
3/29/2017 20,000 46.49
3/30/2017 50,000 46.18
3/30/2017 10,000 46.40
3/31/2017 6,300 46.50
4/3/2017 10,000 46.75
4/3/2017 9,600 46.78
4/4/2017 100 46.78
4/4/2017 14,000 47.31
4/5/2017 50,000 47.25
4/5/2017 2,600 47.33
4/10/2017 10,000 47.49
4/12/2017 40,000 48.06
4/13/2017 39,100 48.25
4/17/2017 18,000 48.30
4/17/2017 10,000 48.12
4/18/2017 26,600 48.64
4/19/2017 8,300 49.10
4/19/2017 20,000 49.13
4/20/2017 11,700 49.07

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4/21/2017 10,300 48.79
4/24/2017 10,000 48.50

Master Fund

 

Trade Date Stapled Units Purchased (Sold) Price Per Stapled Unit ($)
3/1/2017 390 46.03
3/29/2017 30,100* 46.18
3/30/2017 (29,436) 46.18
4/7/2017 3,513 47.49
4/24/2017 1,535 48.73

 

Canadian Fund

 

Trade Date Stapled Units Purchased (Sold) Price Per Stapled Unit ($)
3/29/2017 800* 40.00
3/30/2017 (931) 46.18

 

Separately Managed Accounts

 

Trade Date Stapled Units Purchased (Sold) Price Per Stapled Unit ($)
3/1/2017 219 46.03
3/1/2017 491 46.03
3/20/2017 (13,017) 45.45
3/29/2017 6,700* 46.14
3/29/2017 12,400* 46.14
3/30/2017 (7,394) 46.18
3/30/2017 (12,239) 46.18
4/7/2017 439 47.49
4/7/2017 2,065 47.49
4/24/2017 337 48.73
4/24/2017 128 48.73

 

Albert Fried Trust

Trade Date Stapled Units Purchased (Sold) Price Per Stapled Unit ($)
3/30/2017 3,000 46.36
04/10/2017 10,000 47.48
04/11/2017 5,000 47.46
04/21/2017 3,000 49.02

 

Stone Opportunity LP

 

Trade Date Stapled Units Purchased (Sold) Price Per Stapled Unit ($)
3/1/2017 40,400 46.04
3/2/2017 34,000 45.82
3/3/2017 24,000 45.96
3/6/2017 34,690 45.75
3/7/2017 31,800 45.94
3/8/2017 8,800 45.91

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3/9/2017 20,200 44.90
3/10/2017 30,700 44.88
3/13/2017 3,600 44.91
3/15/2017 337,000 45.00
4/28/2017 19,200 48.98

All prices per Stapled Unit in this Schedule B are reported
in Canadian Dollars.

*Stapled Units acquired through the exercise of options.

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