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Form SC 13G/A Plymouth Industrial REIT Filed by: Resource Real Estate Diversified Income Fund

February 13, 2018 4:11 PM


 
UNITED STATES
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

(Title of Class of Securities)
 
729640102

(CUSIP Number)
 
December 31, 2017

(Date of Event Which Requires Filing of this Statement)
 
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)
 
 


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