Filing Details
- Accession Number:
- 0000921895-25-001606
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-20 20:00:00
- Filed By:
- Radoff Family Foundation
- Company:
- Presidio Property Trust Inc.
- Filing Date:
- 2025-05-21
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| Radoff Family Foundation | 0 | 0 | 0 | 0 | 0 | 0% |
| Radoff Bradley Louis | 3,585 | 0 | 3,585 | 0 | 3,585 | 0.3% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Presidio Property Trust, Inc. (Name of Issuer) |
Series A Common Stock, $0.01 par value per share (Title of Class of Securities) |
74102L501 (CUSIP Number) |
BRADLEY L. RADOFF 2727 Kirby Drive, Unit 29L Houston, TX, 77098 713-482-2196 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 74102L501 |
| 1 |
Name of reporting person
Radoff Family Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 74102L501 |
| 1 |
Name of reporting person
Radoff Bradley Louis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,585.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series A Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
Presidio Property Trust, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4995 MURPHY CANYON ROAD, SUITE 300, SAN DIEGO,
CALIFORNIA
, 92123. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares beneficially owned by Mr. Radoff were purchased with personal funds (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 3,585 Shares issuable upon the exercise of certain Warrants (as defined below) owned directly by Mr. Radoff is approximately $1,510, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 1,201,081 Shares believed to be outstanding on May 19, 2025 following the effectiveness of the Issuer's one-for-ten reverse stock split on such date, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2025, based on the previously disclosed 12,010,805 outstanding Shares as of May 12, 2025, which was the total number of Shares outstanding disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025, plus the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable.
As of the date hereof, the Radoff Foundation directly beneficially owned 0 Shares, constituting 0% of the Shares outstanding.
As of the date hereof, Mr. Radoff directly beneficially owned 3,585 Shares (consisting of Shares underlying the Warrants), constituting approximately 0.3% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market, other than the Shares tendered to the Issuer pursuant to the Issuer's self-tender offer as noted therein. |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
As of May 5, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
Mr. Radoff owns certain warrants (the "Warrants") to purchase 3,585 Shares at an exercise price of $70 per Share. The Warrants expire on January 24, 2027. If unexercised, the Warrants will automatically convert to 1/10 of a Share at expiration, rounded down to the nearest number of whole Shares. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
2 - Transactions in Securities. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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