Form SCHEDULE 13D/A Whitestone REIT Filed by: MCB PR Capital LLC
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
WHITESTONE REIT (Name of Issuer) |
Common Shares of Beneficial Interest, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
P. David Bramble 2002 Clipper Park Rd. Suite 105, Baltimore, MD, 21211 (410) 340-1665 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/09/2026 (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 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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
MCB PR Capital LLC | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,175,005.19 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Each of rows 8, 10 and 11 represents 4,175,005.193 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company ("MCB").
MCB Acquisitions Manager LLC, a Maryland limited liability company ("Acquisitions") is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
MCB Acquisitions Manager LLC | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,175,005.19 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Each of rows 8, 10 and 11 represents 4,175,005.193 shares, all of which are directly owned by MCB.
Acquisitions is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
P. David Bramble | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,175,005.19 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Each of rows 8, 10 and 11 represents 4,175,005.193 shares, all of which are directly owned by MCB.
Acquisitions is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares of Beneficial Interest, $0.001 par value per share | |
| (b) | Name of Issuer:
WHITESTONE REIT | |
| (c) | Address of Issuer's Principal Executive Offices:
2600 SOUTH GESSNER, SUITE 500, HOUSTON,
TEXAS
, 77063. | |
Item 1 Comment:
This statement constitutes Amendment No. 4 to the Schedule 13D relating to the common shares of beneficial interest, $0.001 par value per share (the "Common Shares"), of Whitestone REIT, a Maryland real estate investment trust (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 3, 2024 (the "Initial Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on October 9, 2024 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on November 18, 2024 ("Amendment No. 2"), and Amendment No. 3 filed with the SEC on November 4, 2025 ("Amendment No. 3" and, together with the Initial Schedule 13D, Amendment No. 1, and Amendment No. 2, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 4, the Schedule 13D remains in full force and effect. This Amendment No. 4 is being filed to report that the beneficial ownership of Common Shares by the Reporting Person has decreased by more than 1% as a result of the sale reported in Item 5. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following:
The Reporting Persons are filing this Amendment No. 4 to report the disposition of Common Shares of the Issuer, which has reduced the number of Common Shares that the Reporting Persons may be deemed to beneficially own by more than 1% of the outstanding Common Shares of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information required for each Reporting Person by Item 5 (a) - (b) is set forth in Rows 7 - 13 on pages 1, 2 and 3 of this Amendment No. 4 and is incorporated herein by reference, respectively, for each Reporting Person.
The information with respect to the percentage of the outstanding Common Shares of the Issuer beneficially owned by each Reporting Person is calculated based on the last reported outstanding share information for the Issuer from its Annual Report on Form 10-K for the year ended December 31, 2025. | |
| (c) | The transactions in the Common Shares by each Reporting Person during the past sixty days are set forth in Schedule A and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended to add the following:
Exhibit A Schedule of Transactions | ||
| 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.
|
|
|
|
|
|
|
ATTACHMENTS / EXHIBITS