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Creative Media & Community Trust Corporation Major Shareholding Notification 2017

Dec 21, 2017

6737_rns_2017-12-21_2772e652-bbfb-4a0b-b8a2-7dd925e78579.pdf

Major Shareholding Notification

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SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

CIM COMMERCIAL TRUST CORPORATION

(Name of Issuer)

Common Stock, par value \$0.001 per share

(Title of Class of Securities)

125525105

(CUSIP Number)

David Thompson c/o CIM Group LLC 4700 Wilshire Boulevard Los Angeles, California 90010 Telephone: (323) 860 - 4900

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

December 18, 2017

(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.

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

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

1. Names of Reporting Persons
Urban Partners II, LLC
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
Delaware
7. Sole Voting Power
41,627,739
Number of
Shares
8. Shared Voting Power
0
Beneficially
Owned by
Each
Person With
9. Sole Dispositive Power
41,627,739
10. Shared Dispositive Power
0
11. 41,627,739 Aggregate Amount Beneficially Owned by Each Reporting Person
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
95.07%
14. Type of Reporting Person (See Instructions)
OO
1. Names of Reporting Persons
Richard Ressler
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
United States
7. Sole Voting Power
30,659(1)
Number of
Shares
8. Shared Voting Power
41,981,683 (1)
Beneficially
Owned by
Each
Person With
9. Sole Dispositive Power
30,659(1)
10. Shared Dispositive Power
41,981,683 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
42,012,342 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
95.95%
14. IN Type of Reporting Person (See Instructions)

(1) The Reporting Person disclaims beneficial ownership of the reported Common Shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Amendment No. 3 shall not be deemed an admission of beneficial ownership of all of the reported shares for any purpose.

1.
Names of Reporting Persons
Avraham Shemesh
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
United States
7. Sole Voting Power
0
Number of
Shares
Beneficially
8. Shared Voting Power
41,997,296 (2)
Owned by
Each
Person With
9. Sole Dispositive Power
0
10. Shared Dispositive Power
41,997,296 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
41,997,296 (2)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
95.92%
14. Type of Reporting Person (See Instructions)
IN

(2) The Reporting Person disclaims beneficial ownership of the reported Common Shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Amendment No. 3 shall not be deemed an admission of beneficial ownership of all of the reported shares for any purpose.

IN

1.
Names of Reporting Persons
Shaul Kuba
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
United States
7. Sole Voting Power
0
Number of
Shares
8. Shared Voting Power
41,997,296 (3)
Beneficially
Owned by
Each
Person With
9. Sole Dispositive Power
0
10. Shared Dispositive Power
41,997,296 (3)
11. 41,997,296 (3) Aggregate Amount Beneficially Owned by Each Reporting Person
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. 95.92% Percent of Class Represented by Amount in Row (11)
14. Type of Reporting Person (See Instructions)

(3) The Reporting Person disclaims beneficial ownership of the reported Common Shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Amendment No. 3 shall not be deemed an admission of beneficial ownership of all of the reported shares for any purpose.

1. Names of Reporting Persons
CIM Service Provider, LLC
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)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
353,944(4)
Number of
Shares
Beneficially
8. Shared Voting Power
41,627,739 (4)
Owned by
Each
Person With
9. Sole Dispositive Power
353,944(4)
10. Shared Dispositive Power
41,627,739 (4)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
41,981,683 (4)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
95.88%
14. Type of Reporting Person (See Instructions)
OO

(4) The Reporting Person disclaims beneficial ownership of the reported Common Shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Amendment No. 3 shall not be deemed an admission of beneficial ownership of all of the reported shares for any purpose.

Reference is made to the initial statement on Schedule 13D (the "Initial Statement") filed with the Securities and Exchange Commission (the "SEC") on March 11, 2014 by Urban Partners II, LLC, a Delaware limited liability company ("Urban II"), Richard Ressler, Avraham Shemesh, Shaul Kuba and CIM Service Provider, LLC, a Delaware limited liability company ("CIM Manager" and, collectively with the foregoing, the "Reporting Persons") and relates to the common stock, par value \$0.001 per share (the "Common Shares") of CIM Commercial Trust Corporation, a Maryland real estate investment trust (formerly, PMC Commercial Trust) (the "Issuer"), as further amended by Amendment No. 1 dated September 19, 2016 (the "Amendment No. 1") and Amendment No. 2. dated June 14, 2017 (the "Amendment No. 2" and, together with the Initial Statement and the Amendment No. 1, the "Schedule 13D Filing"). The address of the principal executive office of the Issuer is 17950 Preston Road, Suite 600, Dallas, Texas 75252.

This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is being filed to reflect a change in the Reporting Persons' percentage beneficial ownership of the Common Shares as a result of a repurchase of 14,090,909 Common Shares by the Issuer from Urban II on December 18, 2017 (the "Third Share Repurchase"). The information set forth in this Amendment No. 3 regarding percentage beneficial ownership is as of the date hereof and assumes there are 43,784,939 Common Shares outstanding by subtracting the number of Common Shares repurchased in the Third Share Repurchase (14,090,909 Common Shares) from the number of Common Shares outstanding as reported on the Issuer's Prospectus relating to its Registration Statement on Form S-11 as filed with the SEC on November 16, 2017 (57,875,848 Common Shares).

Except as otherwise described herein, the information contained in the Schedule 13D Filing remains in effect. Capitalized terms used but not defined in this Amendment No. 3 shall have the respective meanings set forth with respect thereto in the Schedule 13D Filing.

Item 5. Interest in Securities of the Issuer

Items 5(a) and (b) of the Schedule 13D Filing are hereby amended and restated in their entirety as follows:

(a) Urban II directly owns 41,627,739 Common Shares, which represent approximately 95.07% of the outstanding Common Shares.

Mr. Ressler may be deemed to beneficially own 42,012,342 Common Shares, or approximately 95.95% of the outstanding Common Shares. Mr. Shemesh may be deemed to beneficially own 41,997,296 Common Shares, or approximately 95.92% of the outstanding Common Shares. Mr. Kuba may be deemed to beneficially own 41,997,296 Common Shares, or approximately 95.92% of the outstanding Common Shares. CIM Manager may be deemed to beneficially own 41,981,683 Common Shares, or approximately 95.88% of the outstanding Common Shares.

Messrs. Ressler, Shemesh and Kuba may be deemed to indirectly beneficially own the 41,627,739 Common Shares held by Urban II by virtue of their positions with CIM Group, LLC, the sole equity member of CIM Manager and the sole manager of CIM Urban Partners GP, LLC, which is the sole managing member of Urban II.

Messrs. Ressler, Shemesh and Kuba may be deemed to indirectly beneficially own the 353,944 Common Shares through the holdings of CIM Manager. Mr. Ressler directly owns 30,659 Common Shares. Mr. Shemesh is the indirect beneficial owner of 15,613 Common Shares through the holdings of The Shemesh Family Trust by virtue of being the grantor of The Shemesh Family Trust. Mr. Kuba is the indirect beneficial owner of 15,613 Common Shares through the holdings of The Kuba Family Trust by virtue of being the grantor of The Kuba Family Trust. CIM Manager directly owns 353,944 Common Shares. CIM Manager may be deemed to indirectly beneficially own the 41,627,739 Common Shares held by Urban II by virtue of being a member of a group with Urban II and Messrs. Ressler, Shemesh and Kuba. Each of the Reporting Persons disclaims beneficial ownership of the reported Common Shares except to the extent of his or its pecuniary interest therein, and the inclusion of such shares in this Amendment No. 3 shall not be deemed an admission of beneficial ownership of all of the reported shares for any purpose.

The percentage of Common Shares outstanding reported as beneficially owned by each person herein on the date hereof

7

assumes there are 43,784,939 Common Shares outstanding by subtracting the number of Common Shares repurchased in the Third Share Repurchase (14,090,909 Common Shares) from the number of Common Shares outstanding as reported on the Issuer's Prospectus relating to its Registration Statement on Form S-11 as filed with the SEC on November 16, 2017 (57,875,848 Common Shares).

(b) Urban II has the sole power to vote and dispose of 41,627,739 Common Shares. Mr. Ressler has the sole power to vote and dispose of 30,659 Common Shares and the shared power to vote and dispose of 41,981,683 Common Shares. Messrs. Shemesh and Kuba each have the shared power to vote and dispose of 41,997,296 Common Shares. CIM Manager has the sole power to vote and dispose of 353,944 Common Shares and the shared power to vote and dispose of 41,981,683 Common Shares.

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. Date: December 21, 2017

URBAN PARTNERS II, LLC, a Delaware limited liability company

By: CIM Urban Partners GP, LLC, a California limited liability company, its general partner

By: /s/ David Thompson
Name: David Thompson
Title: Vice President and Chief Financial Officer

/s/ Richard Ressler

Richard Ressler

/s/ Avraham Shemesh Avraham Shemesh

/s/ Shaul Kuba Shaul Kuba

CIM SERVICE PROVIDER, LLC, a Delaware limited liability company

By: /s/ David Thompson Name: David Thompson Title: Vice President and Chief Financial Officer

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility (Print or Type Responses) Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
Ressler, Richard S Corporation CIM Commercial Trust CMCT
X
(Check all applicable)
X
Director
10% Owner
(Last)
4700 Wilshire Blvd
(First) (Middle) 12/18/17 3. Date of Earliest Transaction (Month/Day/Year) Officer (give
Other (specify
title below)
below)
(Street) 4. If Amendment, Date Original Filed (Month/Day/Year) X 6. Individual or Joint/Group Filing (Check Applicable Line)
Los Angeles CA 90010 Form filed by One Reporting Person
Form filed by More than One Reporting Person
(City) (State) (Zip) Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Trans
action
Date
2A.
Deemed
Execution
Date, if
any
3. Trans
action
Code
(Instr. 8)
4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned
Following
6. Owner
ship
Form:
Direct
(D) or
7. Nature of
Indirect
Beneficial
Owner
ship
(Month/
Day/
Year)
(Month/
Day/
Year)
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
Indirect
(I)
(Instr. 4)
(Instr. 4)
Common Stock
_________________________
12/18/17 D 14090909
(1)
D \$22 41981683
(2)(3)
I See
footnotes
(3)
Common Stock
_________________________
30659
(2)(3)
D

OMB APPROVA

1. Title of Derivative
Security
(Instr. 3)
2. Conver
sion or
Exercise
Price of
Deri
vative
Security
3. Trans
action
Date
(Month/
Day/
Year
3A.
Deemed
Exec
ution
Date, if
any
(Month/
Day/
Year)
4. Trans
action
Code
(Instr. 8) 5. Number of Deriv
ative Securities Ac
quired (A) or Dis
posed of (D)
(Instr. 3, 4, and 5)
6. Date Exer
cisable and
Expiration
(Month/Day/
Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price
of
Deriv
ative
Secur
ity
(Instr.
5)
9.
Number
of deriv
ative
Secur
ities
Bene
ficially
Owned
10.
Owner
ship
Form of
Deriv
ative
Security:
Direct
(D) or
11.
Nature
of
Indirect
Benefi
cial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exer
cisable
Expira
tion
Date
Title Amount or
Number of
Shares
Follow
ing
Reported
Trans
action(s)
(Instr. 4)
Indirect
(I)
(Instr. 4)

Reporting Owners

Relationships
Other
X X
Director 10% Owner Officer

SIGNATURES

_________________ ____
/s/ David Thompson, attorney in fact 12/20/17
Signature Date

EXPLANATION OF RESPONSES

* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

(1) Urban Partners II, LLC sold 14,090,909 shares of common stock to the issuer in a privately negotiated transaction. The reporting person was deemed to have a pecuniary interest in 79,575 of such shares. The reporting person's disposition was approved in accordance with Rule 16b-3(e).

(2) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

(3) These shares are owned directly by CIM Service Provider, LLC and Urban Partners II, LLC. CIM Group, LLC is the sole equity member of CIM Service Provider, LLC and the sole manager of CIM Urban Partners GP, LLC, which in turn is the sole managing member of Urban Partners II, LLC. The reporting person, Shaul Kuba and Avraham Shemesh may be deemed to beneficially own 41,627,739 the shares owned by Urban Partners II, LLC and the 353,944 shares owned by CIM Service Provider, LLC because of their positions with CIM Group, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility (Print or Type Responses) Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
Kuba, Shaul Corporation CIM Commercial Trust CMCT
X
(Check all applicable)
X
Director
10% Owner
(Last)
4700 Wilshire Blvd
(First) (Middle) 12/18/17 3. Date of Earliest Transaction (Month/Day/Year) Officer (give
Other (specify
title below)
below)
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing
(Check Applicable Line)
X
Form filed by One Reporting Person
Los Angeles CA 90010 Form filed by More than One Reporting Person
(City) (State) (Zip) Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Trans
action
Date
2A.
Deemed
Execution
Date, if
any
3. Trans action
Code
(Instr. 8)
4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned
Following
7. Nature of
Indirect
Beneficial
Owner
ship
(Month/
Day/
Year)
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
Indirect
(I)
(Instr. 4)
(Instr. 4)
Common Stock
_________________________
12/18/17 D 14090909
(1)
D \$22 41997296
(2)(3)
I See
footnotes
(2)(3)

OMB APPROVA

1. Title of Derivative
Security
(Instr. 3)
2. Conver
sion or
Exercise
Price of
Deri
vative
Security
3. Trans
action
Date
(Month/
Day/
Year
3A.
Deemed
Exec
ution
Date, if
any
(Month/
Day/
Year)
4. Trans
action
Code
(Instr. 8) 5. Number of Deriv
ative Securities Ac
quired (A) or Dis
posed of (D)
(Instr. 3, 4, and 5)
6. Date Exer
cisable and
Expiration
(Month/Day/
Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price
of
Deriv
ative
Secur
ity
(Instr.
5)
9.
Number
of deriv
ative
Secur
ities
Bene
ficially
Owned
10.
Owner
ship
Form of
Deriv
ative
Security:
Direct
(D) or
11.
Nature
of
Indirect
Benefi
cial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exer
cisable
Expira
tion
Date
Title Amount or
Number of
Shares
Follow
ing
Reported
Trans
action(s)
(Instr. 4)
Indirect
(I)
(Instr. 4)

Reporting Owners

Relationships
Reporting Owner Name / Address Director 10% Owner Officer Other
Kuba, Shaul X X

SIGNATURES

_________________ ____
/s/ David Thompson, attorney in fact 12/20/17
Signature Date

EXPLANATION OF RESPONSES

* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

(1) Urban Partners II, LLC sold 14,090,909 shares of common stock to the issuer in a privately negotiated transaction. The reporting person was deemed to have a pecuniary interest in 39,788 of such shares. The reporting person's disposition was approved in accordance with Rule 16b-3(e).

(2) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

(3) These shares are owned directly by Urban Partners II, LLC, CIM Service Provider, LLC and The Kuba Family Trust. CIM Group, LLC is the sole equity member of CIM Service Provider, LLC and the sole manager of CIM Urban Partners GP, LLC, which in turn is the sole managing member of Urban Partners II, LLC. The reporting person, Richard Ressler and Avraham Shemesh may be deemed to beneficially own the 41,627,739 shares owned by Urban Partners II, LLC and the 353,944 shares owned by CIM Service Provider, LLC because of their positions with CIM Group, LLC. The reporting person, the grantor of The Kuba Family Trust, is the indirect beneficial owner of 15,613 shares through the holdings of The Kuba Family Trust.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility (Print or Type Responses) Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Shemesh, Avraham Corporation CIM Commercial Trust CMCT X 10% Owner
(Last)
4700 Wilshire Blvd
(First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year)
12/18/17
Officer (give
Other (specify
title below)
below)
(Street) 4. If Amendment, Date Original Filed (Month/Day/Year) X 6. Individual or Joint/Group Filing
Form filed by One Reporting Person
(Check Applicable Line)
Los Angeles CA 90010 Form filed by More than One Reporting Person
(City) (State) (Zip) Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Trans
action
Date
2A.
Deemed
Execution
Date, if
any
3. Trans action
Code
(Instr. 8)
4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned
Following
6. Owner
ship
Form:
Direct
(D) or
7. Nature of
Indirect
Beneficial
Owner
ship
(Month/
Day/
Year)
(Month/
Day/
Year)
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
Indirect
(I)
(Instr. 4)
(Instr. 4)
Common Stock
_________________________
12/18/17 D 14090909
(1)
D \$22 41997296
(2)(3)
I See
footnotes
(2)(3)

OMB APPROVA

1. Title of Derivative
Security
(Instr. 3)
2. Conver
sion or
Exercise
Price of
Deri
vative
Security
3. Trans
action
Date
(Month/
Day/
Year
3A.
Deemed
Exec
ution
Date, if
any
(Month/
Day/
Year)
4. Trans
action
Code
(Instr. 8) 5. Number of Deriv
posed of (D)
ative Securities Ac
quired (A) or Dis
(Instr. 3, 4, and 5)
6. Date Exer
cisable and
Expiration
Date
(Month/Day/
Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price
of
Deriv
ative
Secur
ity
(Instr.
5)
9.
Number
of deriv
ative
Secur
ities
Bene
ficially
Owned
Follow
10.
Owner
ship
Form of
Deriv
ative
Security:
Direct
(D) or
Indirect
11.
Nature
of
Indirect
Benefi
cial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exer
cisable
Expira
tion
Date
Title Amount or
Number of
Shares
ing
Reported
Trans
action(s)
(Instr. 4)
(I)
(Instr. 4)

Reporting Owners

Relationships
Other
X X
Director 10% Owner Officer

SIGNATURES

_________________ ____
/s/ David Thompson, attorney in fact 12/20/17
Signature Date

EXPLANATION OF RESPONSES

* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

(1) Urban Partners II, LLC sold 14,090,909 shares of common stock to the issuer in a privately negotiated transaction. The reporting person was deemed to have a pecuniary interest in 39,788 of such shares. The reporting person's disposition was approved in accordance with Rule 16b-3(e).

(2) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

(3) These shares are owned directly by Urban Partners II, LLC, CIM Service Provider, LLC and The Shemesh Family Trust. CIM Group, LLC is the sole equity member of CIM Service Provider, LLC and the sole manager of CIM Urban Partners GP, LLC, which in turn is the sole managing member of Urban Partners II, LLC. The reporting person, Richard Ressler and Shaul Kuba may be deemed to beneficially own the 41,627,739 shares owned by Urban Partners II, LLC and the 353,944 shares owned by CIM Service Provider, LLC because of their positions with CIM Group, LLC. The reporting person, the grantor of The Shemesh Family Trust, is the indirect beneficial owner of 15,613 shares through the holdings of The Shemesh Family Trust.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility (Print or Type Responses) Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* 2. Issuer Name
and
Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
Urban Partners II, LLC CMCT
CIM Commercial Trust
Corporation
(Check all applicable)
X
Director
10% Owner
(Last)
4700 Wilshire Blvd
3. Date of Earliest Transaction (Month/Day/Year)
12/18/17
Officer (give
Other (specify
title below)
below)
4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing
(Check Applicable Line)
Los Angeles CA 90010 X
Form filed by One Reporting Person
Form filed by More than One Reporting Person
(City) (State) (Zip) Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Trans
action
Date
2A.
Deemed
Execution
Date, if
any
3. Trans action
Code
(Instr. 8)
4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned
Following
6. Owner
ship
Form:
Direct
(D) or
7. Nature of
Indirect
Beneficial
Owner
ship
(Month/
Day/
Year)
(Month/
Day/
Year)
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
Indirect
(I)
(Instr. 4)
(Instr. 4)
Common Stock
_________________________
12/18/17 S 14090909
(1)
D \$22 41627739 D

OMB APPROVA

1. Title of Derivative
Security
(Instr. 3)
2. Conver
sion or
Price of
Deri
vative
3. Trans
3A.
4. Trans
5. Number of Deriv
action
Deemed
action
ative Securities Ac
Exercise
Date
Exec
Code
quired (A) or Dis
ution
(Instr. 8)
posed of (D)
(Month/
Date, if
(Instr. 3, 4, and 5)
Day/
any
Security
Year
(Month/
Day/
6. Date Exer
cisable and
Expiration
Date
(Month/Day/
Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price
of
Deriv
ative
Secur
ity
(Instr.
5)
9.
Number
of deriv
ative
Secur
ities
Bene
ficially
Owned
10.
Owner
ship
Form of
Deriv
ative
Security:
Direct
(D) or
Indirect
11.
Nature
of
Indirect
Benefi
cial
Ownership
(Instr. 4)
Year) Code V (A) (D) Date
Exer
cisable
Expira
tion
Date
Title Amount or
Number of
Shares
Follow
ing
Reported
Trans
action(s)
(Instr. 4)
(I)
(Instr. 4)

Reporting Owners

Relationships
Reporting Owner Name / Address Director 10% Owner Officer Other
Urban Partners II, LLC X

SIGNATURES

_________________ ____
/s/ David Thompson 12/20/17
Signature Date

EXPLANATION OF RESPONSES

* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

  • ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
  • (1) Urban Partners II, LLC sold 14,090,909 shares of Common Stock to the issuer in a privately negotiated transaction.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.