SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)

 

Regency Centers Corporation

(Name of Issuer)

 

Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)

 

758849103
(CUSIP Number)

 

Gazit-Globe Ltd.
Nissim Aloni 10,
Tel-Aviv, 62919, Israel
Tel: (03) 694-8000
Fax: (03) 696-1910
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 15, 2018
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for 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).

 

 

 

 

 

CUSIP NO. 758849103   Page 2

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chaim Katzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(d) or 2(e) ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States and Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
167,204 (1)
8 SHARED VOTING POWER
15,978,861
9 SOLE DISPOSITIVE POWER
167,204
10 SHARED DISPOSITIVE POWER
15,978,861
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
16,146,065
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% (2)
14 TYPE OF REPORTING PERSON
IN
           
(1)All Shareholdings throughout this filing have been rounded to the nearest whole number of shares.
(2)The aggregate percentage of shares throughout this filing is based upon 170,110,464 shares issued and outstanding as of November 2, 2017, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 6, 2017.

 

 

 

CUSIP NO. 758849103   Page 3

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gazit-Globe Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Israel
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,978,861
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,978,861
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
15,978,861
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 4

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M G N (USA) INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Nevada
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,552,835
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,552,835
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,552,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 5

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAZIT (1995), INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Nevada
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,350,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,350,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,350,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 6

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gazit First Generation LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,350,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,350,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,350,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 7

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGN America, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,769,966
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,769,966
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,769,966
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 8

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGN (USA) 2016, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,432,869
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,432,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,432,869
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 9

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGN America 2016, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,769,966
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,769,966
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,769,966
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 10

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gazit America, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
6,426,026
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,426,026
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,426,026
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 11

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silver Maple (2001), Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Nevada
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,001,942
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,001,942
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,001,942
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 12

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ficus, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,424,084
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,424,084
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,424,084
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 13

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silver Maple 2018, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,501,942
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,501,942
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,501,942
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
CO
           

 

 

 

CUSIP NO. 758849103   Page 14

 

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ficus 2018, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  

(a)  ☒

(b)  ☐

 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐  
   
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,424,084
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,424,084
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,424,084
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐  
   
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON
CO
         

 

 

 

CUSIP NO. 758849103   Page 15

 

Item 1. Security and Issuer.

 

This Amendment No. 3 (this “Statement”) amends the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on March 6, 2017, as amended by (i) Amendment No. 1 thereto filed with the SEC on September 13, 2017, and (ii) Amendment No. 2 thereto filed with the SEC on February 9, 2018, with respect to the shares of common stock, par value $0.01 per share (“Common Stock”), of Regency Centers Corporation, a Florida corporation (the “Issuer”). The Issuer’s principal executive offices are located at One Independent Drive, Suite 114, Jacksonville, Florida 32202. The aggregate percentage of shares throughout this filing is based upon 170,110,464 shares issued and outstanding as of November 2, 2017, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 6, 2017.

 

This Amendment No. 3 reflects that on February 15, 2018, First Generation (as defined below) sold 1,759,257 shares of the Issuer’s Common Stock in a block trade with a broker-dealer at a price of $57.56 per share, for an aggregate price of $101,254,036.64.

 

In addition, on February 14, 2018, Chaim Katzman resigned from the Issuer’s Board of Directors with immediate effect, due to the time commitment associated with Mr. Katzman’s new role as Chief Executive Officer (“CEO”) of Gazit (as defined below), as well as other existing directorships and the “overboarding” policies of the shareholder advisory services.

 

Item 2. Identity and Background

 

Item 2 is amended and restated in its entirety as follows:

 

This Schedule 13D is filed by the Reporting Persons set forth in the table below pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

 

The following table sets forth the name, address and citizenship for each of the Reporting Persons:

 

Reporting Person  Address  Citizenship/Place of Organization
Chaim Katzman  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  US/Israel
Gazit-Globe Ltd. (“Gazit”)  Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Israel
M G N (USA) INC. (“MGN”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Nevada
GAZIT (1995), INC. (“1995”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Nevada
Gazit First Generation LLC (“First Generation”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Delaware
MGN America, LLC (“MGN-A”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Delaware
MGN (USA) 2016, LLC (“MGN USA”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Delaware
MGN America 2016, LLC (“MGN America”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Delaware
Gazit America, Inc. (“GAA”)  86 Hanna Avenue, Suite 400
Toronto, ON M6K 353 Canada
  Ontario, Canada
Silver Maple (2001), Inc. (“Silver Maple”)  86 Hanna Avenue, Suite 400
Toronto, ON M6K 353 Canada
  Nevada
Ficus, Inc. (“Ficus”)  86 Hanna Avenue, Suite 400
Toronto, ON M6K 353 Canada
  Delaware
Silver Maple 2018, LLC (“Silver Maple 2018”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Delaware
Ficus 2018, LLC (“Ficus 2018”)  1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Delaware

 

 

 

CUSIP NO. 758849103   Page 16

 

The principal business of each of the Reporting Persons is set forth in the following table:

 

Reporting Person  Principal Business
Chaim Katzman  Chaim Katzman is President and Chairman of the Board of Norstar Holdings Inc., Director and CEO of Gazit.
Gazit-Globe Ltd.  Gazit is a real estate investment company that trades on the Tel Aviv Stock Exchange (TASE), on the New York Stock Exchange (NYSE), and on the Toronto Stock Exchange (TSX) under the ticker symbol “GZT.” Gazit is engaged, directly and through subsidiaries and affiliates, in the acquisition, development and management of properties in North America, Europe, Brazil and Israel, including shopping centers.
M G N (USA) INC.  MGN invests in real estate related businesses, including the businesses of its affiliates, engaged in the acquisition, development and management of income producing properties in the US and Brazil. MGN is a wholly-owned subsidiary of Gazit.
GAZIT (1995), INC.  1995 invests in real estate related businesses, including the businesses of its affiliates. 1995 is a wholly-owned subsidiary of MGN.
Gazit First Generation LLC  First Generation invests in real estate related businesses, limited only to the businesses of its affiliates in United States. First Generation is a wholly-owned subsidiary of 1995.
MGN America, LLC  MGN-A invests in real estate related businesses, including the businesses of its affiliates. MGN-A is a subsidiary owned by MGN and 1995.
MGN (USA) 2016, LLC   MGN USA invests in real estate related businesses, including the businesses of its affiliates. MGN USA is a wholly-owned subsidiary of MGN.
MGN America 2016, LLC  MGN America invests in real estate related businesses, including the businesses of its affiliates. MGN America is a wholly-owned subsidiary of MGN-A.
Gazit America, Inc.  GAA invests in real estate related businesses, including the businesses of its affiliates and those of unrelated public companies. GAA is a wholly-owned subsidiary of Gazit.
Silver Maple (2001), Inc.  Silver Maple invests in real estate related businesses, including the businesses of its affiliates. Silver Maple is a wholly-owned subsidiary of GAA.
Ficus, Inc.  Ficus invests in real estate related businesses, including the businesses of its affiliates. Ficus is a wholly-owned subsidiary of GAA.
Silver Maple 2018, LLC  Silver Maple 2018 invests in real estate related businesses, including the businesses of its affiliates. Silver Maple 2018 is a wholly-owned subsidiary of Silver Maple.
Ficus 2018, LLC  Ficus 2018 invests in real estate related businesses, including the businesses of its affiliates. Ficus 2018 is a wholly-owned subsidiary of Ficus.

 

 

 

CUSIP NO. 758849103   Page 17

 

The information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the “Covered Persons”), is set forth below

 

Covered Persons with Respect to Gazit

 

Name, Position with Gazit & Address  Present Principal Occupation  Name and Address of Employer  Citizenship

Chaim Katzman, Director and CEO

 
1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

  Director and CEO of Gazit  c/o Gazit Group USA Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  US, Israel

Dor J. Segal
Director

 
85 Hanna Avenue, Ste. 400

Toronto, Ontario M6K, Canada

  Chairman of the Board of First Capital Realty  85 Hanna Avenue, Suite 400, Toronto, Ontario M6K3S3, Canada  US, Canada, Israel
Haim Ben-Dor
Director
 
14 Nili Street,
Jerusalem, Israel
  Corporate Consultant  Haim Ben-Dor
14 Nili Street,
Jerusalem, Israel
  Israel

Yair Orgler
Director

 
Mordechai Maier 7/19,  
Tel-Aviv, Israel

  Professor Emeritus of the Management Faculty, Tel-Aviv University  Tel-Aviv University
Department of Finance
The Leon Recanati
Graduate School of Business Administration
Box 39010
Ramat Aviv, Tel Aviv 69978
Israel
  Israel
Zehavit Cohen
Director
  Managing Partner  Apax Partners Israel Ltd.
c/o Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
Berkovich 4,
the Museum Tower, 22 Fl.,
Tel Aviv, 6423806 Israel
  Israel
Douglas Sesler
Director
  Private Real Estate Investor; Executive Vice President for Real Estate, Macy's, Inc.  54 Northway
Bronxville, NY 10708
  US
Ronnie Bar-On
Director
  Corporate Director  Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Israel
Adi Jemini
Executive Vice President and
Chief Financial Officer  
 
Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Executive Vice President and Chief Financial Officer, Gazit  Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Israel
Romano Vaisenberger
Vice President and Controller  
 
Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Vice President and Controller, Gazit  Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Israel

 

 

 

CUSIP NO. 758849103   Page 18

 

Gazit is traded on the Tel Aviv Stock Exchange (TASE), on the New York Stock Exchange (NYSE), and on the Toronto Stock Exchange (TSX) under the ticker symbol “GZT.” Approximately 51.74% of Gazit’s ordinary shares (the “Ordinary Shares”) are owned directly or indirectly by Norstar Holdings Inc. (“Norstar”), a publicly traded company listed on the Tel Aviv Stock Exchange under the ticker “NSTR.” Chaim Katzman, Director and CEO of Gazit, and certain members of his family, own or control, including through private entities owned by them and trusts under which they are the beneficiaries, directly and indirectly, approximately 24.3% of Norstar’s outstanding shares. Mr. Katzman also controls First U.S. Financial, LLC (“FUF”), which controls the voting rights of approximately 18.2% of Norstar’s outstanding shares. In addition, Mr. Segal holds 8.4% of Norstar’s outstanding shares. Additionally, Mr. Katzman and his related parties (the “Katzman Group”) have entered into a shareholders agreement with Mr. Segal and other related parties (the “Segal Group”) with respect to their holdings in Norstar, which, among other things, provides that (1) each member of the Segal Group will vote all of its shares and any other voting securities of Norstar over which it has voting control for nominees to Norstar’s board of directors as directed in writing by a representative of the Katzman Group and (2) each member of the Katzman Group will vote, subject to certain conditions, all of its shares and any other voting securities of Norstar over which it has voting control for the election to Norstar’s board of directors of two directors designated by the Segal Group, one of which must be an independent director (see Item 6). In addition, the Katzman Foundation, a non-profit charity foundation, in which Mr. Katzman and his family serve as directors and Mr. Katzman also serves as an officer, and which has no controlling shareholder, holds 4.36% of Norstar's outstanding shares. In aggregate, Mr. Katzman has the right to vote 61.6% of Norstar’s outstanding shares. Accordingly, even though Gazit’s board of directors includes a majority of independent directors, Mr. Katzman may be deemed to control Gazit. The public stockholders of Gazit own approximately 49% of the Ordinary Shares. The name, residence or business address, present principal occupation and the name and address of any corporation or organization in which such employment is conducted and the citizenship of each of the executive officers and directors of Norstar are set forth below.

 

Covered Persons with Respect to Norstar

 

Name, Position with Norstar & Address  Present Principal Occupation  Name and Address of Employer  Citizenship
Chaim Katzman,
Chairman of the Board of Directors and CEO  
 
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Director and CEO of Gazit  c/o Gazit Group USA Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  US, Israel
Bat-Ami Katzman-Gordon
Director  
 
c/o Gazit Group USA Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Project Manager, Cancer Genomics; University of Miami, Miami, Florida  Bat-Ami Katzman
 
 
c/o Gazit Group USA Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  US

 

 

 

CUSIP NO. 758849103   Page 19

 

Name, Position with Norstar & Address  Present Principal Occupation  Name and Address of Employer  Citizenship
Dor J. Segal
Director  
 
c/o First Capital Realty
85 Hanna Avenue, Ste. 400
Toronto, Ontario M6K3S3,
Canada
  Chairman of the Board of First Capital Realty  85 Hanna Avenue, Suite 400, Toronto, Ontario M6K3S3, Canada  US, Canada, Israel
Eli Shahar
Director  
 
36 Shai Agnon
Tel-Aviv, Israel
  Corporate Consultant  Eli Shahar
36 Shai Agnon
Tel-Aviv, Israel
  Israel
Shmuel Messenberg
Director
  Business Consultant   Hefetz Mordechai 15, Petach Tikva  Israel
Dina Ben-Ari
Director
 
3951 194 TR. Sunny Isles
Florida 33160
  Head of Friends of the IDF, Miami, Florida  c/o Gazit Group USA Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  US, Israel
Varda Zuntz
 
Norstar Israel, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Company Secretary, Norstar  Norstar Israel, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Israel
Romano Vaisenberger,
Vice President and Controller

Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Controller  Gazit-Globe, Ltd.
Nissim Aloni 10,
Tel Aviv, 62919, Israel
  Israel
Zvi Gordon
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
  Vice President of Investments  c/o Gazit Group USA Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
    US

 

 

 

CUSIP NO. 758849103   Page 20

 

Covered Persons with Respect to MGN, 1995, MGN-A and First Generation

 

Name, Position with MGN, 1995, MGN-A and First Generation & Address  Present Principal Occupation  Name and Address of Employer  Citizenship
Chaim Katzman*
President and Director
         
Dor J. Segal*
Executive Vice President and Director
         
Adi Jemini*
Chief Financial Officer and Director
         

 

  * See information provided for Covered Persons with Respect to Gazit, above.

 

Covered Persons with Respect to MGN America and MGN USA

 

Name, Position with MGN America and MGN USA & Address  Present Principal Occupation  Name and Address of Employer  Citizenship
Chaim Katzman*
President
        
Dor J. Segal*
Executive Vice President
         
Adi Jemini*
Chief Financial Officer, Treasurer and Secretary
         

 

  * See information provided for Covered Persons with Respect to Gazit, above.

 

Covered Persons with Respect to GAA

 

Name, Position with GAA & Address  Present Principal Occupation  Name and Address of Employer  Citizenship
Dor J. Segal*
President and Chairman, Director
         
Chaim Katzman*
Director
         

Adi Jemini*

Director

         
Alex Correia
Secretary and Director
  Company Secretary  First Capital Realty
85 Hanna Avenue, Ste. 400, Toronto, Ontario M6K3S3, Canada
  Canada

 

* See information provided for Covered Persons with Respect to Gazit, above.

 

 

 

CUSIP NO. 758849103   Page 21

 

Covered Persons with Respect to Silver Maple, Ficus, Silver Maple 2018 and Ficus 2018

 

Name, Position with MGN America, and MGN USA & Address  Present Principal Occupation  Name and Address of Employer  Citizenship
Chaim Katzman*
Director
         
Dor J. Segal*
President and Director
         
Adi Jemini*
Director
         
Alex Correia**
Executive Vice President and Secretary
  Executive Vice President and Secretary  First Capital Realty
85 Hanna Avenue, Ste. 400, Toronto, Ontario M6K3S3, Canada
  Canada

 

* See information provided for Covered Persons with Respect to Gazit, above.
** See information provided for Covered Persons with Respect to GAA, above.

 

Item 4. Purpose of Transaction.

 

The disclosures required by this Item 4 are incorporated by reference to the information set forth in Item 4 of the previously filed Schedule 13D (except to the extent that the events described therein have already occurred and are therefore no longer relevant). Beyond as described in that information, the Reporting Persons have no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons do not rule out the possibility of effecting or seeking to effect any such actions in the future.

 

Item 5. Interest in Securities of the Issuer.

 

The aggregate percentage of shares throughout this filing is based upon 170,110,464 shares issued and outstanding as of November 2, 2017, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 6, 2017.

 

Chaim Katzman

 

(a)Aggregate Number of shares of Common Stock beneficially owned: 16,146,065 (9.5% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 167,204

 

  (ii) Shared power to vote or to direct the vote: 15,978,861

 

  (iii) Sole power to dispose or to direct the disposition of: 167,204

 

  (iv) Shared power to dispose or to direct the disposition of: 15,978,861

 

 

 

CUSIP NO. 758849103   Page 22

 

Mr. Katzman may be deemed to control Gazit. Of the shares beneficially owned by Mr. Katzman as of the date of this filing:

 

Mr. Katzman has sole voting and dispositive power over 167,204 shares held directly by him and indirectly through family trusts and other entities, which he controls or may control (not including 13,816 shares held of record by family members); and

 

Mr. Katzman shares voting power and dispositive authority over 2,432,869 shares he beneficially owns with Gazit, MGN and MGN USA, as such shares are directly held by MGN USA, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

Mr. Katzman shares voting and dispositive authority over 1,350,000 shares he beneficially owns with Gazit, MGN and First Generation, as such shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

Mr. Katzman shares voting and dispositive authority over 5,769,966 shares he beneficially owns with Gazit, MGN, MGN-A and MGN America, as such shares are directly held by MGN America, which is a wholly-owned subsidiary of MGN-A, which is a subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

Mr. Katzman shares voting and dispositive authority over 2,500,000 shares he beneficially owns with Gazit, GAA and Silver Maple, as such shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

Mr. Katzman shares voting and dispositive authority over 1,501,942 shares he beneficially owns with Gazit, GAA, Silver Maple and Silver Maple 2018, as such shares are directly held by Silver Maple 2018, which is a wholly-owned subsidiary of Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

Mr. Katzman shares voting and dispositive authority over 2,424,084 shares he beneficially owns with Gazit, GAA, Ficus and Ficus 2018, as such shares are directly held by Ficus 2018, which is a wholly-owned subsidiary of Ficus, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, Mr. Katzman has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Mr. Katzman.

 

(e) Not applicable.

 

Gazit

 

(a) Aggregate Number of shares beneficially owned: 15,978,861 (9.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 15,978,861

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 15,978,861

 

 

 

CUSIP NO. 758849103   Page 23

 

Of the shares beneficially owned by Gazit as of the date of this filing:

 

Gazit shares voting and dispositive authority over 2,432,869 shares it beneficially owns with Mr. Katzman, MGN and MGN USA, as such shares are directly held by MGN USA, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

Gazit shares voting and dispositive authority over 1,350,000 shares it beneficially owns with Mr. Katzman, MGN, 1995 and First Generation, as such shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

Gazit shares voting and dispositive authority over 5,769,966 shares it beneficially owns with Mr. Katzman, MGN, MGN-A and MGN America, as such shares are directly held by MGN America, which is a wholly-owned subsidiary of MGN-A, which is a subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

Gazit shares voting and dispositive authority over 2,500,000 shares it beneficially owns with Mr. Katzman, GAA and Silver Maple as such shares are held directly by Silver Maple, which is a wholly-owned subsidiary of GAA, itself a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

Gazit shares voting and dispositive authority over 1,501,942 shares it beneficially owns with Mr. Katzman, GAA, Silver Maple and Silver Maple 2018, as such shares are held directly by Silver Maple 2018, which is a wholly-owned subsidiary of Silver Maple, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

Gazit shares voting and dispositive authority over 2,424,084 shares it beneficially owns with Mr. Katzman, GAA, Ficus and Ficus 2018, as such shares are held directly by Ficus 2018, which is a wholly-owned subsidiary of Ficus, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, Gazit has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Gazit.

 

(e) Not applicable.

 

MGN

 

(a) Aggregate Number of shares beneficially owned 9,552,835 (5.6% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 9,552,835

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 9,552,835

 

Of the shares beneficially owned by MGN as of the date of this filing:

 

MGN shares voting and dispositive authority over 2,432,869 shares it beneficially owns with Mr. Katzman, Gazit and MGN USA, as such shares are held directly by MGN USA, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control;

 

 

 

CUSIP NO. 758849103   Page 24

 

MGN shares voting and dispositive authority over 5,769,966 shares it beneficially owns with Mr. Katzman, Gazit, MGN-A and MGN America, as such shares are directly held by MGN America, which is a wholly-owned subsidiary of MGN-A, which is a subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

MGN shares voting and dispositive authority over 1,350,000 shares it beneficially owns with Mr. Katzman, Gazit, 1995 and First Generation, as such shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, MGN has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by MGN.

 

(e) Not applicable.

 

1995

 

(a) Aggregate Number of shares beneficially owned: 1,350,000 (0.8% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 1,350,000

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 1,350,000

 

Of the shares beneficially owned by 1995 as of the date of this filing:

 

1995 shares voting and dispositive authority over 1,350,000 shares it beneficially owns with Mr. Katzman, Gazit, MGN and First Generation, as such shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, 1995 has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by 1995.

 

(e) Not applicable.

 

First Generation

 

(a) Aggregate Number of shares beneficially owned: 1,350,000 (0.8% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 1,350,000

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (vi) Shared power to dispose or to direct the disposition of: 1,350,000

 

 

 

CUSIP NO. 758849103   Page 25

 

Of the shares beneficially owned by First Generation as of the date of this filing:

 

First Generation shares voting and dispositive authority over 1,350,000 shares it beneficially owns with Mr. Katzman, Gazit, MGN and 1995 as such shares are directly held by First Generation, which is a wholly-owned subsidiary of 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, First Generation has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by First Generation.

 

(e) Not applicable.

 

MGN-A

 

(a) Aggregate Number of shares beneficially owned: 5,769,966 (3.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 5,769,966

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 5,769,966

 

Of the shares beneficially owned by MGN-A as of the date of this filing:

 

MGN-A shares voting and dispositive authority over 5,769,966 shares it beneficially owns with Mr. Katzman, Gazit, MGN and MGN America, as such shares are directly held by MGN America, which is a wholly-owned subsidiary of MGN-A, which is a subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, MGN-A has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by MGN-A.

 

(e) Not applicable.

 

MGN USA

 

(a) Aggregate Number of shares beneficially owned: 2,432,869 (1.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 2,432,869

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 2,432,869

  

 

 

CUSIP NO. 758849103   Page 26

 

Of the shares beneficially owned by MGN USA as of the date of this filing:

 

MGN USA shares voting and dispositive authority over 2,432,869 shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such shares are directly held by MGN USA, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, MGN USA has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by MGN USA.

 

(e) Not applicable.

 

MGN America

 

(a) Aggregate Number of shares beneficially owned: 5,769,966 (3.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 5,769,966

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 5,769,966

 

Of the shares beneficially owned by MGN America as of the date of this filing:

 

MGN America shares voting and dispositive authority over 5,769,966 shares it beneficially owns with Mr. Katzman, Gazit, MGN and MGN-A, as such shares are directly held by MGN America, which is a wholly-owned subsidiary of MGN-A, which is a subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

(c) Except as set forth herein, MGN America has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by MGN America.

 

(e) Not applicable.

 

GAA

  

(a) Aggregate Number of shares beneficially owned: 6,426,026 (3.8% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

 

 

CUSIP NO. 758849103   Page 27

 

  (ii) Shared power to vote or to direct the vote: 6,426,026

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 6,426,026

 

Of the shares beneficially owned by GAA as of the date of this filing:

 

GAA shares voting and dispositive authority over 2,500,000 shares it beneficially owns with Mr. Katzman, Gazit and Silver Maple, as such shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

GAA shares voting and dispositive authority over 1,501,942 shares it beneficially owns with Mr. Katzman, Gazit, Silver Maple and Silver Maple 2018, as such shares are held directly by Silver Maple 2018, a wholly-owned subsidiary of Silver Maple, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

GAA shares voting and dispositive authority over 2,424,084 shares it beneficially owns with Mr. Katzman, Gazit, Ficus and Ficus 2018, as such shares are held directly by Ficus 2018, a wholly-owned subsidiary of Ficus, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

(c) Except as set forth herein, GAA has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by GAA.

 

(e) Not applicable.

 

Silver Maple

 

(a) Aggregate Number of shares beneficially owned: 4,001,942 (2.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 4,001,942

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 4,001,942

 

Of the shares beneficially owned by Silver Maple as of the date of this filing:

 

Silver Maple shares voting and dispositive authority over 2,500,000 shares it beneficially owns with Mr. Katzman, Gazit, and GAA, as such shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is itself a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

Silver Maple shares voting and dispositive authority over 1,501,942 shares it beneficially owns with Mr. Katzman, Gazit, GAA and Silver Maple 2018, as such shares are held directly by Silver Maple 2018, a wholly-owned subsidiary of Silver Maple, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

(c) Except as set forth herein, Silver Maple has not effected any transactions in the shares during the past 60 days.

 

 

 

CUSIP NO. 758849103   Page 28

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Silver Maple.

 

(e) Not applicable.

 

Ficus

 

(a) Aggregate Number of shares beneficially owned: 2,424,084 (1.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 2,424,084

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 2,424,084

 

Of the shares beneficially owned by Ficus as of the date of this filing:

 

Ficus shares voting and dispositive authority over 2,424,084 shares it beneficially owns with Mr. Katzman, Gazit, GAA and Ficus 2018, as such shares are held directly by Ficus 2018, a wholly-owned subsidiary of Ficus, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

(c) Except as set forth herein, Ficus has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Ficus.

 

(e) Not applicable.

 

Silver Maple 2018

 

(a) Aggregate Number of shares beneficially owned: 1,501,942 (0.9% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 1,501,942

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 1,501,942

 

Of the shares beneficially owned by Silver Maple 2018 as of the date of this filing:

 

Silver Maple 2018 shares voting and dispositive authority over 1,501,942 shares it beneficially owns with Mr. Katzman, Gazit, GAA and Silver Maple, as such shares are held directly by Silver Maple 2018, a wholly-owned subsidiary of Silver Maple, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

(c) Except as set forth herein, Silver Maple 2018 has not effected any transactions in the shares during the past 60 days.

 

 

 

CUSIP NO. 758849103   Page 29

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Silver Maple 2018.
   
(e) Not applicable.

 

Ficus 2018

 

(a) Aggregate Number of shares beneficially owned: 2,424,084 (1.4% of the shares).

 

(b) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 2,424,084

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 2,424,084

 

Of the shares beneficially owned by Ficus 2018 as of the date of this filing:

 

Ficus 2018 shares voting and dispositive authority over 2,424,084 shares it beneficially owns with Mr. Katzman, Gazit, GAA and Ficus, as such shares are held directly by Ficus 2018, a wholly-owned subsidiary of Ficus, which is a wholly-owned subsidiary of GAA, which is a wholly-owned subsidiary of Gazit, which may be deemed to be controlled by Mr. Katzman.

 

(c) Except as set forth herein, Ficus 2018 has not effected any transactions in the shares during the past 60 days.

 

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Ficus 2018.
   
(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The disclosures required by this Item 6 are incorporated by reference to the information set forth in Item 6 of the previously filed Schedule 13D.

 

 

  

CUSIP NO. 758849103   Page 30

 

Item 7. Materials to be filed as Exhibits.

 

Exhibit

 

Description

1.   Consent and Agreement to Joint Filing, by and among the Reporting Persons, dated February 9, 2018 (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the SEC on February 9, 2018).
2.   Agreement and Plan of Merger, dated November 14, 2016, by and between the Issuer and Equity One, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Regency Centers Corporation with the SEC on November 15, 2016).
3.   Governance Agreement, dated November 14, 2016, by and among the Issuer, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC and Ficus, Inc. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Regency Centers Corporation with the SEC on November 15, 2016).
4.   Stockholders Agreement, dated January 30, 2013, by and among, Mr. Chaim Katzman, First US Financial LLC, Mr. Dor J. Segal, and Ms. Erica Ottosson (incorporated by reference to Exhibit 4 to the Schedule 13D filed with the SEC on March 6, 2017).
5.   Joinder Agreement, dated January 30, 2018, pursuant to which Silver Maple 2018 became a party to the Governance Agreement, dated November 14, 2016, by and among the Issuer, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC and Ficus, Inc.
6.   Joinder Agreement, dated January 30, 2018, pursuant to which Ficus 2018 became a party to the Governance Agreement, dated November 14, 2016, by and among the Issuer, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC and Ficus, Inc.

 

 

 

CUSIP NO. 758849103   Page 31

 

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.

 

  CHAIM KATZMAN
   
Date: February 21, 2018 By: /s/ Chaim Katzman
     
  GAZIT-GLOBE, LTD.
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  M G N (USA) INC.
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  MGN AMERICA, LLC
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  MGN (USA) 2016, LLC
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory

 

 

Signature page to Schedule 13D/A

 

 

 

CUSIP NO. 758849103   Page 32

 

  MGN AMERICA 2016, LLC
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  GAZIT AMERICA, INC.
   
Date: February 21, 2018 By: /s/ Dor J. Segal
  Name: Dor J. Segal
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Alex Correia
  Name: Alex Correia
  Title: Authorized Signatory
     
  SILVER MAPLE (2001), INC.
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  FICUS, INC.
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory

 

 

Signature page to Schedule 13D/A

 

 

 

CUSIP NO. 758849103   Page 33

 

  GAZIT (1995), INC.
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  GAZIT FIRST GENERATION LLC
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  SILVER MAPLE 2018, LLC
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     
  FICUS 2018, LLC
   
Date: February 21, 2018 By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
Date: February 21, 2018 By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory
     

 

Signature page to Schedule 13D/A

 

 

 

Exhibit 5

 

JOINDER AGREEMENT
(Governance Agreement)

January 30, 2018

 

Reference is made to that certain Governance Agreement, dated as of November 14, 2016 (as amended from time to time, the “Governance Agreement”), by and among Regency Centers Corporation, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC, Ficus, Inc. and any additional Gazelle Stockholder (as defined therein) who hereafter become party to the Governance Agreement pursuant to the provisions thereof. Capitalized terms used but not otherwise defined herein have the meanings specified in the Governance Agreement.

 

Pursuant to Section 2.1(b) of the Governance Agreement, upon completion of a Transfer of Company Common Stock to the undersigned by Silver Maple (2001), Inc. on the date hereof, the undersigned hereby joins in the execution of the Governance Agreement, and (a) shall become a party to the Governance Agreement, without further action on the part of any Person, (b) shall be deemed a “Gazelle Stockholder” thereunder for all purposes, as if originally named therein as a Gazelle Stockholder, and (c) shall be bound by, and subject to, all of the terms and conditions of the Governance Agreement, as if originally a party thereto.

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

 

  SILVER MAPLE 2018, LLC
   
  By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory
     
  By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory

 

 

 

Agreed to and acknowledged:

 

REGENCY CENTERS CORPORATION

 

By: /s/ Barbara Johnston  
Name: Barbara Johnston  
Title: General Counsel  

 

 

Exhibit 6

 

JOINDER AGREEMENT
(Governance Agreement)

 

January 30, 2018

 

Reference is made to that certain Governance Agreement, dated as of November 14, 2016 (as amended from time to time, the “Governance Agreement”), by and among Regency Centers Corporation, Gazit-Globe Ltd., MGN America, LLC, Gazit First Generation LLC, Silver Maple (2001) Inc., MGN (USA) Inc., MGN America 2016, LLC, MGN USA 2016, LLC, Ficus, Inc. and any additional Gazelle Stockholder (as defined therein) who hereafter become party to the Governance Agreement pursuant to the provisions thereof. Capitalized terms used but not otherwise defined herein have the meanings specified in the Governance Agreement.

 

Pursuant to Section 2.1(b) of the Governance Agreement, upon completion of a Transfer of Company Common Stock to the undersigned by Ficus, Inc. on the date hereof, the undersigned hereby joins in the execution of the Governance Agreement, and (a) shall become a party to the Governance Agreement, without further action on the part of any Person, (b) shall be deemed a “Gazelle Stockholder” thereunder for all purposes, as if originally named therein as a Gazelle Stockholder, and (c) shall be bound by, and subject to, all of the terms and conditions of the Governance Agreement, as if originally a party thereto.

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

 

  FICUS 2018, LLC
     
  By: /s/ Chaim Katzman
  Name: Chaim Katzman
  Title: Authorized Signatory  
     
  By: /s/ Adi Jemini
  Name: Adi Jemini
  Title: Authorized Signatory


 

 

 

Agreed to and acknowledged:

 

REGENCY CENTERS CORPORATION  
 
By: /s/ Barbara Johnston                                        
Name: Barbara Johnston  
Title:   General Counsel