Filing Details
- Accession Number:
- 0001214659-19-007368
- Form Type:
- 13G Filing
- Publication Date:
- 2019-11-22 15:04:06
- Filed By:
- Farallon Capital
- Company:
- Broadmark Realty Capital Inc. (NYSE:BRMK)
- Filing Date:
- 2019-11-22
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Farallon Capital Partners | 0 | 3,777,135 | 0 | 3,777,135 | 3,777,135 | 2.8% |
| Farallon Capital Institutional Partners | 0 | 4,913,116 | 0 | 4,913,116 | 4,913,116 | 3.7% |
| Farallon Capital Institutional Partners II | 0 | 908,784 | 0 | 908,784 | 908,784 | 0.7% |
| Farallon Capital Institutional Partners III | 0 | 596,389 | 0 | 596,389 | 596,389 | 0.5% |
| Four Crossings Institutional Partners V | 0 | 851,985 | 0 | 851,985 | 851,985 | 0.6% |
| Farallon Capital (AM) Investors | 0 | 312,393 | 0 | 312,393 | 312,393 | 0.2% |
| Farallon Partners | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Farallon Institutional (GP) V | 0 | 851,985 | 0 | 851,985 | 851,985 | 0.6% |
| Philip D. Dreyfuss | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Michael B. Fisch | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Richard B. Fried | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| David T. Kim | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Monica R. Landry | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Michael G. Linn | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Rajiv A. Patel | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Thomas G. Roberts, Jr | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| William Seybold | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Andrew J. M. Spokes | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| John R. Warren | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
| Mark C. Wehrly | 0 | 11,359,802 | 0 | 11,359,802 | 11,359,802 | 8.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
| Broadmark Realty Capital Inc. |
| (Name of Issuer)
|
Common Stock, par value $0.001 |
| (Title of Class of Securities)
|
89653L205 |
| (Cusip Number)
|
November 14, 2019 |
| (Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
| Page 1 of 28 Pages | ||
| Exhibit Index Found on Page 27 | ||
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
3,777,135 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
3,777,135 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,777,135 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 596,390 Shares that may be purchased upon the exercise of Warrants and 795,186 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 2 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
4,913,116 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
4,913,116 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,913,116 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 775,755 Shares that may be purchased upon the exercise of Warrants and 1,034,340 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 3 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
908,784 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
908,784 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,784 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 143,492 Shares that may be purchased upon the exercise of Warrants and 191,323 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 4 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
596,389 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
596,389 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,389 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 94,167 Shares that may be purchased upon the exercise of Warrants and 125,555 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 5 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
851,985 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
851,985 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851,985 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 134,524 Shares that may be purchased upon the exercise of Warrants and 179,365 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 6 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
312,393 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
312,393 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,393 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN |
______________________
1 Includes 49,325 Shares that may be purchased upon the exercise of Warrants and 65,767 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 7 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 8 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
851,985 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
851,985 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851,985 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
______________________
1 Includes 134,524 Shares that may be purchased upon the exercise of Warrants and 179,365 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 9 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Philip D. Dreyfuss |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 10 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Michael B. Fisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 11 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Richard B. Fried |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 12 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
David T. Kim |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 13 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Monica R. Landry |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 14 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Michael G. Linn |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 15 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Rajiv A. Patel |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 16 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 17 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
William Seybold |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 18 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Andrew J. M. Spokes |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 19 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
John R. Warren |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 20 of 28 Pages |
13G
| CUSIP No. 89653L205 |
| 1 | NAMES OF REPORTING PERSONS
Mark C. Wehrly |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x** ** The reporting persons making this filing hold an aggregate of 7,174,613 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,793,653 Shares and Options (as defined in the Preliminary Note) exercisable for up to 2,391,536 Shares. Accordingly, as of the date of this filing the aggregate Shares, Warrants and Options held by the reporting persons represent beneficial ownership of 8.3% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page. |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,359,802 1 | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
11,359,802 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,802 1 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% 1 |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
______________________
1 Includes 1,793,653 Shares that may be purchased upon the exercise of Warrants and 2,391,536 Shares that may be purchased upon the exercise of Options. See Preliminary Note and Item 2.
| Page 21 of 28 Pages |
Preliminary Note:
As of the date of this report, the Farallon Funds hold an aggregate of: (i) 7,174,613 Shares; (ii) 7,174,613 warrants (“Warrants”), each of which is exercisable, pursuant to the terms thereof, to purchase ¼ of a Share; and (iii) 2,391,536 options (“Options”), each of which is exercisable, pursuant to the terms thereof, to purchase one Share. Subject to the terms thereof, Warrants are exercisable at any time during an exercise period commencing 30 days after November 14, 2019 and expiring five years after November 14, 2019. Subject to the terms thereof, Options are exercisable within the 365 calendar-day period after November 14, 2019.
Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.
| Item 1. | Issuer |
| (a) | Name of Issuer: |
Broadmark Realty Capital Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
1420 Fifth Avenue, Suite 2000
Seattle, WA
98101
| Item 2. | Identity and Background |
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
This statement relates to shares of Common Stock, par value $0.001 per share (the “Shares”), of the Company. The CUSIP number of the Shares is 89653L205.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
| (i) | Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (ii) | Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (iii) | Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| Page 22 of 28 Pages |
| (iv) | Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (v) | Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; |
| (vi) | Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants and Options; and |
FCP, FCIP, FCIP II, FCIP III, FCIP V and FCAMI are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
| (vii) | Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III and FCAMI and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds and the Shares that each of the Farallon Funds has the right to acquire upon the exercise of Warrants and Options. |
The FCIP V General Partner
| (viii) | Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares FCIP V has the right to acquire upon the exercise of Warrants and Options. |
The Farallon Individual Reporting Persons
| (ix) | The following persons, each of whom is a managing member of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds have the right to acquire upon the exercise of Warrants and Options: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), David T. Kim (“Kim”), Monica R. Landry (“Landry”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”). |
Dreyfuss, Fisch, Fried, Kim, Landry, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
| Page 23 of 28 Pages |
The citizenship of each of the Farallon Funds, the Farallon General Partner and the FCIP V General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k): |
Not applicable.
| Item 4. | Ownership |
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
The Shares, Warrants and Options reported hereby for the Farallon Funds are held directly by the Farallon Funds. The Farallon General Partner, as general partner of the Farallon Funds and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the exercise of Warrants and Options, by the Farallon Funds. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the exercise of Warrants and Options, by FCIP V. Each of the Farallon Individual Reporting Persons, as a managing member of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the exercise of Warrants and Options, by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
| Page 24 of 28 Pages |
| Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| Page 25 of 28 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 22, 2019
| /s/ Monica R. Landry |
| FARALLON PARTNERS, L.L.C., | ||
| On its own behalf and | ||
| As the General Partner of | ||
| FARALLON CAPITAL PARTNERS, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., | ||
| FARALLON CAPITAL (AM) INVESTORS, L.P. | ||
| By Monica R. Landry, Managing Member |
| /s/ Monica R. Landry |
| FARALLON INSTITUTIONAL (GP) V, L.L.C. | ||
| On its own behalf and | ||
| As the General Partner of | ||
| FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. | ||
| By Monica R. Landry, Manager | ||
| /s/ Monica R. Landry |
Monica R. Landry, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
The Powers of Attorney executed by each of Fisch, Fried, Kim, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Landry to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13D filed with the SEC on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., are hereby incorporated by reference. The Powers of Attorney executed by each of Dreyfuss and Seybold authorizing Landry to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 11, 2017 by such Reporting Persons with respect to the Common Stock of Sky Solar Holdings, Ltd., are hereby incorporated by reference.
| Page 26 of 28 Pages |
EXHIBIT INDEX
| EXHIBIT 1 | Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
| Page 27 of 28 Pages |
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: November 22, 2019
| /s/ Monica R. Landry |
| FARALLON PARTNERS, L.L.C., | ||
| On its own behalf and | ||
| As the General Partner of | ||
| FARALLON CAPITAL PARTNERS, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., | ||
| FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., | ||
| FARALLON CAPITAL (AM) INVESTORS, L.P. | ||
| By Monica R. Landry, Managing Member |
| /s/ Monica R. Landry |
| FARALLON INSTITUTIONAL (GP) V, L.L.C. | ||
| On its own behalf and | ||
| As the General Partner of | ||
FARALLON CAPITAL INSTITUTIONAL PARTNERS V, L.P. | ||
By Monica R. Landry, Authorized Signatory |
| /s/ Monica R. Landry |
Monica R. Landry, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
Page 28 of 28 Pages