SITE Centers Corp. — Major Shareholding Notification 2021

Apr 28, 2021

SC 13D/A 1 d175812dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

SITE Centers Corp.

(Name of Issuer)

Common Shares, par value $0.10 per share

(Title of Class of Securities)

251591103

(CUSIP Number)

David A. Brown

Alston & Bird LLP

950 F Street, N.W.

Washington, DC 20004-1404

202-239-3452

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

April 26, 2021

(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 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	NAME OF REPORTING PERSONS Alexander Otto
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) WC, PF
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 21,689,950
8	SHARED VOTING POWER 0
9	SOLE DISPOSITIVE POWER 21,689,950
10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,689,950
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 10.3%
14	TYPE OF REPORTING PERSON
(See Instructions) IN

• Based on 210,703,587 common shares outstanding as reported in the Issuer’s prospectus supplement dated March 1, 2021 filed with the Securities and Exchange Commission on March 3, 2021 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.

CUSIP No. 251591103 SCHEDULE 13D Page 3 of 6 Pages

1	NAME OF REPORTING PERSONS Katharina Otto-Bernstein
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) WC, PF
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 8,127,752
8	SHARED VOTING POWER 0
9	SOLE DISPOSITIVE POWER 8,127,752
10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,127,752
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 3.9%*
14	TYPE OF REPORTING PERSON
(See Instructions) IN

• Based on 210,703,587 common shares outstanding as reported in the Issuer’s prospectus supplement dated March 1, 2021 filed with the Securities and Exchange Commission on March 3, 2021 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.

CUSIP No. 251591103 SCHEDULE 13D Page 4 of 6 Pages

This Amendment No. 22 (“Amendment No. 22”) amends and supplements the statement on Schedule 13D initially filed on May 15, 2009 (the “Original Filing”), as amended by Amendment No. 1 filed on August 20, 2009, Amendment No. 2 filed on September 14, 2009, Amendment No. 3 filed on September 18, 2009, Amendment No. 4 filed on February 16, 2010, Amendment No. 5 filed on March 21, 2011, Amendment No. 6 filed on April 26, 2011, Amendment No. 7 filed on April 4, 2012, Amendment No. 8 filed on October 5, 2012, Amendment No. 9 filed on November 21, 2012, Amendment No. 10 filed on June 20, 2013, Amendment No. 11 filed on August 12, 2014, Amendment No. 12 filed on March 5, 2015, Amendment No. 13 filed on May 12, 2015, Amendment No. 14 filed on June 6, 2017, Amendment No. 15 filed on February 27, 2018, Amendment No. 16 filed on April 30, 2018, Amendment No. 17 filed on May 15, 2018, Amendment No. 18 filed on June 26, 2018, Amendment No. 19 filed on January 9, 2019, Amendment No. 20 filed on May 19, 2020 and Amendment No. 21 filed on December 18, 2020. Information reported in the Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 22. Capitalized terms used and not defined in this Amendment No. 22 have the meanings set forth in the Original Filing, as amended.

ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended to add the following:

(a) Alexander Otto and Katharina Otto-Bernstein may be deemed to beneficially own, in the aggregate, Common Shares, representing 14.1% of the Issuer’s outstanding Common Shares (based on 210,703,587 Common Shares outstanding as reported in the Issuer’s prospectus supplement dated March 1, 2021 filed with the Securities and Exchange Commission on March 3, 2021 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended).

(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Shares referenced in paragraph 5(a), Mr. Otto has sole voting power and sole dispositive power with regard to 21,689,950 Common Shares, and Katharina Otto-Bernstein has sole voting power and sole dispositive power with regard to 8,127,752 Common Shares.

(c) Other than as set forth below, the Reporting Persons have not effected any transactions in the Common Shares in the last sixty days.

Alexander Otto effected the following transactions in the Common Shares in the past 60 days:

Date — 04/26/2021	Sale	8,500,000	Price — $ 14.435

ITEM 7. Material to Be Filed as Exhibits.

Exhibit 1	Joint Filing Agreement, dated June 20, 2013, among Mr. Otto and Katharina Otto-Bernstein, incorporated herein by reference to Exhibit 1 of Schedule 13D/A filed on June 20, 2013
Exhibit 2	Investor Rights Agreement, dated May 11, 2009, between Mr. Otto and Developers Diversified Realty Corporation, incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on
May 11, 2009

CUSIP No. 251591103 SCHEDULE 13D Page 5 of 6 Pages

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.

Dated: April 28, 2021

ALEXANDER OTTO
/s/ Dr. Thomas Finne
By:	Dr. Thomas Finne, managing director of KG CURA Vermogensverwaltung G.m.b.H & Co.
For:	Alexander Otto
KATHARINA OTTO-BERNSTEIN
/s/ Dr. Thomas Finne
By:	Dr. Thomas Finne, managing director of KG CURA Vermogensverwaltung G.m.b.H & Co.
For:	Katharina Otto-Bernstein

EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement, dated June 20, 2013, among Mr. Otto and Katharina Otto-Bernstein, incorporated herein by reference to Exhibit 1 of Schedule 13D/A filed on June 20, 2013
Exhibit 2	Investor Rights Agreement, dated May 11, 2009, between Mr. Otto and Developers Diversified Realty Corporation, incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on
May 11, 2009