Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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City Office Reit, Inc. (Name of Issuer) |
Common Stock, $0.01 Par Value (Title of Class of Securities) |
178587101 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 178587101 |
| 1 | Names of Reporting Persons
Newtyn Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,800,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: See Item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. | 178587101 |
| 1 | Names of Reporting Persons
NEWTYN TE PARTNERS, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,400.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 2 for additional information.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
City Office Reit, Inc. |
| (b) | Address of issuer's principal executive offices:
666 Burrard Street Suite 3210 Vancouver, BC V6C 2X8 |
| Item 2. | |
| (a) | Name of person filing:
This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of December 31, 2025, NTE held 1,758,400 shares of Common Stock (the "Common Stock") of City Office REIT, Inc. (the "Issuer") and NP held 1,041,600 shares of Common Stock of the Issuer. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of December 31, 2025, Newtyn Management may be deemed to beneficially own the 2,800,000 shares of Common Stock of the Issuer held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon approximately 40,363,640 shares of Common Stock issued and outstanding as of November 4, 2025, based on information reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025. Pursuant to Item 5 below, this Schedule 13G is an exit filing solely with respect to NTE. |
| (b) | Address or principal business office or, if none, residence:
The address for the Reporting Persons is 60 East 42nd Street, 12th Floor, New York, NY 10165. |
| (c) | Citizenship:
Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Common Stock, $0.01 Par Value |
| (e) | CUSIP No.:
178587101 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Newtyn Management - 2,800,000.00 NTE - 1,758,400.00 |
| (b) | Percent of class:
Newtyn Management - 6.9 % NTE - 4.4 % %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Newtyn Management - 2,800,000.00 NTE - 1,758,400.00 | |
| (ii) Shared power to vote or to direct the vote:
Newtyn Management - 0.00 NTE - 0.00 | |
| (iii) Sole power to dispose or to direct the disposition of:
Newtyn Management - 2,800,000 NTE - 1,758,400.00 | |
| (iv) Shared power to dispose or to direct the disposition of:
Newtyn Management - 0.00 NTE - 0.00 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
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.
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Comments accompanying signature: 1. Joint Filing Agreement, dated November 14, 2024, by and among Newtyn Management, LLC and Newtyn TE Partners, LP (incorporated by reference to Exhibit 1 to the Schedule 13G/A filed with the Securities and Exchange Commission on November 14, 2024).