Major Shareholding Notification • Dec 12, 2024
Major Shareholding Notification
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SEC Form 3
COMMISSION Washington, D.C. 20549 OMB APPROVAL
OMB Number: 3235- 0104 Estimated average burden hours per
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response:
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
| 1. Name and Address of Reporting Person* Alyeska Investment Group, |
2. Date of Event Requiring Statement (Month/Day/Year) |
3. Issuer Name and Ticker or Trading Symbol Strawberry Fields REIT, Inc. [ STRW ] |
||||
|---|---|---|---|---|---|---|
| L.P. | 12/05/2024 | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X |
5. If Amendment, Date of Original Filed (Month/Day/Year) |
|||
| (Last) (First) (Middle) 77 WEST WACKER DRIVE, 7TH FLOOR |
Director Officer (give title below) |
10% Owner below) |
Other (specify | |||
| (Street) CHICAGO IL 60601 (City) (State) (Zip) |
(Check Applicable Line) Person X Reporting Person |
6. Individual or Joint/Group Filing Form filed by One Reporting Form filed by More than One |
||||
| Table I - Non-Derivative Securities Beneficially Owned | ||||||
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (I) (Instr. 5) |
(D) or Indirect | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Common Stock(1)(2)(3)(4) | 1,100,000 | D | ||||
| Common Stock(1)(2)(3)(4) | 1,100,000 | D | ||||
| Common Stock(1)(2)(3)(4) | 1,100,000 | I | Footnotes(2)(3) | |||
| Common Stock(1)(2)(3)(4) | 1,100,000 | I | Footnotes(2)(3) | |||
| Common Stock(1)(2)(3)(4) | 1,100,000 | I | Footnotes(2)(3) | |||
| Common Stock(1)(2)(3)(4) | 1,100,000 | I | Footnotes(2)(3) | |||
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
||||||
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise |
5. Ownership Form: |
6. Nature of Indirect Beneficial |
|
| Date Expiration Exercisable Date |
Title | Amount or Number of Shares |
Price of Derivative Security |
Direct (D) or Indirect (I) (Instr. 5) |
Ownership (Instr. 5) |
|
| 1. Name and Address of Reporting Person* Alyeska Investment Group, L.P. |
||||||
| (Last) (First) 77 WEST WACKER DRIVE, 7TH FLOOR |
(Middle) | |||||
| (Street) CHICAGO IL |
60601 | |||||
| (City) (State) (Zip) |
||||||
| Relationship of Reporting Person(s) to Issuer |
12/12/2024, 10:27 SEC FORM 3
| Director | X | 10% Owner | |
|---|---|---|---|
| Officer (give title | Other (specify | ||
| below) | below) | ||
| 1. Name and Address of Reporting Person* | |||
| Alyeska Master Fund, L.P. | |||
| (Last) | (First) | (Middle) | |
| 77 WEST WACKER DRIVE, 7TH FLOOR | |||
| (Street) | |||
| CHICAGO | IL | 60601 | |
| (City) | (State) | (Zip) | |
| Relationship of Reporting Person(s) to Issuer | |||
| Director | X | 10% Owner | |
| Officer (give title | Other (specify | ||
| below) | below) | ||
| 1. Name and Address of Reporting Person* | |||
| ALYESKA FUND GP, LLC | |||
| (Last) | (First) | (Middle) | |
| 77 WEST WACKER DRIVE, 7TH FLOOR | |||
| (Street) | |||
| CHICAGO | IL | 60601 | |
| (City) | (State) | (Zip) | |
| Relationship of Reporting Person(s) to Issuer | |||
| Director | X | 10% Owner | |
| below) | Officer (give title | Other (specify below) |
|
| 1. Name and Address of Reporting Person* LLC |
ALYESKA INVESTMENT GROUP, | ||
| (Last) | (First) | (Middle) | |
| 77 WEST WACKER DRIVE, 7TH FLOOR | |||
| (Street) | |||
| CHICAGO | IL | 60601 | |
| (City) | (State) | (Zip) | |
| Relationship of Reporting Person(s) to Issuer | |||
| Director | X | 10% Owner | |
| below) | Officer (give title | Other (specify below) |
|
| 1. Name and Address of Reporting Person* | |||
| ALYESKA INVESTMENTS, LLC | |||
| (Last) | (First) | (Middle) |
| 77 WEST WACKER DRIVE, 7TH FLOOR | ||||||
|---|---|---|---|---|---|---|
| (Street) | ||||||
| CHICAGO | IL | 60601 | ||||
| (City) | (State) | (Zip) | ||||
| Relationship of Reporting Person(s) to Issuer | ||||||
| Director | X | 10% Owner | ||||
| Officer (give title below) |
Other (specify below) |
|||||
| 1. Name and Address of Reporting Person* PAREKH ANAND |
||||||
| (Last) | (First) | (Middle) | ||||
| 77 WEST WACKER DRIVE, 7TH FLOOR | ||||||
| (Street) | ||||||
| CHICAGO | IL | 60601 | ||||
| (City) | (State) | (Zip) | ||||
| Relationship of Reporting Person(s) to Issuer | ||||||
| Director | X | 10% Owner | ||||
| Officer (give title below) |
Other (specify below) |
Alyeska Investment Group, L.P. (the "Investment Manager") is the investment manager of Alyeska Master Fund, L.P. (the "Fund"). In that capacity, the Investment Manager directs the voting and disposition of securities held by the Fund. The Fund is the direct owner of 1,100,000 shares of Common Stock, par value \$0.0001 per share ("Shares"), of Strawberry Fields REIT, Inc. The Investment Manager receives an asset-based fee relating to the Shares directly held by the Fund and does not hold a pecuniary interest in such Shares.
(i) Alyeska Fund GP, LLC is the general partner of the Fund and has an indirect profits interest in the Shares directly held by the Fund; (ii) Alyeska Investment Group, LLC is the sole owner of Alyeska Fund GP, LLC, and has an indirect profits interest in the Shares directly held by the Fund; (iii) Alyeska Investments, LLC (together with Alyeska Fund GP, LLC and Alyeska Investment Group, LLC, the "Upper Tier Entities") is the managing member of Alyeska Investment Group, LLC and has an indirect profits interest in the Shares directly held by the Fund; and (iv) Anand Parekh is the managing member of Alyeska Investments, LLC and has an indirect profits interest in the Shares directly held by the Fund.
The filing of this Form 3 shall not be construed as an admission that Mr. Parekh or any Upper Tier Entity is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Shares. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of Mr. Parekh and the Upper Tier Entities disclaims such beneficial ownership, except to the extent of his or its pecuniary interest.
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16(a)-3(j) under the Exchange Act.
| Alyeska Investment Group, L.P., By: /s/ Jason Bragg, Chief Financial Officer |
12/05/2024 |
|---|---|
| Alyeska Master Fund, L.P., By: Alyeska Fund GP, LLC, By: /s/ Jason Bragg, Chief Financial Officer |
12/05/2024 |
| Alyeska Fund GP, LLC, By: /s/ Jason Bragg, Chief Financial Officer |
12/05/2024 |
| Alyeska Investment Group, LLC, By: /s/ Jason Bragg, Chief Financial Officer |
12/05/2024 |
| Alyeska Investments, LLC, By: /s/ Anand Parekh, Managing Member |
12/05/2024 |
| /s/ Anand Parekh | 12/05/2024 |
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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