TEJON RANCH CO — Major Shareholding Notification 2019

Jun 28, 2019

SC 13D/A 1 formsc13da.htm SC 13D/A Licensed to: Summit Financial Document created using EDGARfilings PROfile 6.1.0.0 Copyright 1995 - 2019 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

TEJON RANCH CO.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

879080109
(CUSIP Number)

Daniel R. Tisch

c/o TowerView LLC

460 Park Avenue

New York, New York 10022

(212) 935-6655

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

June 26, 2019
(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 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 879080109 Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	TowerView LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		3,692,426
	8	SHARED VOTING POWER
		-0-
	9	SOLE DISPOSITIVE POWER
		3,692,426
	10	SHARED DISPOSITIVE POWER
		-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,692,426
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)
	14.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV

CUSIP No. 879080109 Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DT Four Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		964,453
	8	SHARED VOTING POWER
		-0-
	9	SOLE DISPOSITIVE POWER
		964,453
	10	SHARED DISPOSITIVE POWER
		-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	964,453
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)
	3.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV

SCHEDULE 13D

CUSIP No. 879080109 Page 4 of 8 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Daniel R. Tisch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		4,707,520
	8	SHARED VOTING POWER
		-0-
	9	SOLE DISPOSITIVE POWER
		4,707,520
	10	SHARED DISPOSITIVE POWER
		-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,707,520
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)
	18.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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The statement on Schedule 13D filed by TowerView LLC (“TowerView”), DT Four Partners, LLC (“DT Four Partners”) and Daniel R. Tisch (collectively, the “Reporting Persons”) with respect to the Common Stock, par value $.50 per share (the “Common Stock”), of Tejon Ranch Co. (the “Company”) is hereby amended and supplemented as set forth herein, and except as so amended and supplemented remains in full force and effect.

ITEM 5. Interest in Securities of the Issuer.

The aggregate number of shares of Common Stock (based upon a total of 25,949,799 shares outstanding as of April 30, 2019, as stated in the Company’s Form 10-Q for the quarter ended March 31, 2019) held by each of the Reporting Persons as of the date hereof are as follows:

Name — TowerView LLC	3,692,426	14.2
DT Four Partners, LLC	964,453	3.7
Daniel R. Tisch	50,641	0.2
Total	4,707,520	18.1

Daniel R. Tisch has power to vote and power to dispose of shares held by TowerView LLC and DT Four Partners, LLC. Accordingly, any shares held by them may be deemed to be beneficially owned by him.

ITEM 7. Material to Be Filed as Exhibits.

Exhibit 1. Transactions during the preceding 60 days.

Exhibit 2. Joint Filing Agreement, dated as of the date hereof, by and among TowerView LLC, DT Four Partners, LLC and Daniel R. Tisch.

Page 5 of 8 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: June 28, 2019

TowerView LLC — By	/s/	Daniel R. Tisch
		Daniel R. Tisch
		General Member
DT Four Partners, LLC
By	/s/	Daniel R. Tisch
		Daniel R. Tisch
		General Member
	/s/	Daniel R. Tisch
		Daniel R. Tisch

Page 6 of 8 Pages

Transactions During the Previous 60 Days

Purchases

Date	Shares	Price	Purchaser
May 23, 2019	4,933	$16.20	TowerView LLC
May 29, 2019	1,000	$16.20	TowerView LLC
May 31, 2019	6,508	$16.16	TowerView LLC
June 3, 2019	4,900	$16.10	TowerView LLC
June 6, 2019	2,426	$16.05	TowerView LLC
June 26, 2019	39,453	$16.36	DT Four Partners LLC

Page 7 of 8 Pages

AGREEMENT

In accordance with Rule 13d‑1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Amendment No. 3 to the statement on Schedule 13D relating to the Common Stock of Tejon Ranch Co. is being filed with the Securities and Exchange Commission on behalf of each of them.

June 28, 2019

TowerView LLC — By	/s/	Daniel R. Tisch
		Daniel R. Tisch
		General Member
DT Four Partners, LLC
By	/s/	Daniel R. Tisch
		Daniel R. Tisch
		General Member
	/s/	Daniel R. Tisch
		Daniel R. Tisch

Page 8 of 8 Pages