Form SC 13G/A Plymouth Industrial REIT Filed by: Resource Real Estate Diversified Income Fund
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
1)*
Plymouth Industrial REIT, Inc.
(Name
of Issuer)
Common Stock
729640102
December 31, 2017
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
*
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 the
disclosures provided in a prior cover page.
The
information required in 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. | 729640102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Resource Real Estate Diversified Income Fund 906227600 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
201,250 shares | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
201,250 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
201,250 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.3 (***)% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IV | |||||
FOOTNOTES | |||||
(***) As of the date of this filing, based on 3,812,886 outstanding shares of the common stock of the Issuer as of November 8, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017. |
CUSIP No. | 729640102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Resource Real Estate, LLC 201093394 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
201,250 shares (**) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
201,250 shares (**) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
201,250 shares (**) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.3 (***)% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA | |||||
FOOTNOTES | |||||
(**) Consists of shares of common stock of the Issuer held by Resource Real Estate Diversified Income Fund (the “Fund”), of which Resource Real Estate, LLC (the “Adviser”) is the investment adviser. Any and all discretionary authority which has been delegated to the Adviser may be revoked in whole or in part at any time. By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, the Adviser may be deemed to beneficially own the shares owned by the Fund. The Adviser and Fund are each a “Reporting Person”.
(***) As of the date of this filing, based on 3,812,886 outstanding shares of the common stock of the Issuer as of November 8, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017. |
Item
1.
(a) | Name
of Issuer |
Plymouth Industrial REIT, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
260 Franklin Street
19th Floor Boston, MA 02110 |
Item
2.
(a) | Name
of Person Filing |
Resource Real Estate Diversified Income Fund
Resource Real Estate, LLC |
(b) | Address
of Principal Business Office or, if none, Residence |
Resource Real Estate Diversified Income Fund
c/o Resource Real Estate, LLC 712 5th Avenue New York, NY 10019 Resource Real Estate, LLC 1845 Walnut Street, 18th Floor Philadelphia, PA 19103 |
(c) | Citizenship |
Resource Real Estate, LLC is a Delaware limited liability company
Resource Real Estate Diversified Income Fund is a Delaware statutory trust |
(d) | Title
of Class of Securities |
Common stock |
(e) | CUSIP
Number |
729640102 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | x | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | x | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
201,250 |
(b) |
Percent of class: 5.3% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
0 |
(ii) |
Shared power to vote or to direct the vote:
201,250 |
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
(iv) |
Shared power to dispose or to direct the disposition of:
201,250 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
N/A
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
N/A
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
N/A
Item
8. | Identification
and Classification of Members of the Group |
N/A
Item
9. | Notice
of Dissolution of Group |
N/A
Item
10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
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.
Resource Real Estate, LLC | |||
Date:
February 13, 2018 | By:
| /s/ Lawrence S. Block | |
Name: Lawrence S. Block | |||
Title: Vice President | |||
Resource Real Estate Diversified Income Fund | |||
Date:
February 13, 2018 | By:
| /s/ Justin Milberg | |
Name: Justin Milberg | |||
Title: President | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |