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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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FRANKLIN STREET PROPERTIES CORP /MA/ (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
35471R106 (CUSIP Number) |
Converium Capital Inc. 1250, boul. Rene-Levesque Ouest, Suite 4030 Montreal, A8, H3B 4W8 (514) 418-0201 Ele Klein & Brandon Gold McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 (212) 756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (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
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| CUSIP No. | 35471R106 |
| 1 |
Name of reporting person
Converium Capital Inc. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,506,414.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP No. | 35471R106 |
| 1 |
Name of reporting person
Aaron Stern | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,506,414.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
FRANKLIN STREET PROPERTIES CORP /MA/ | |
| (c) | Address of Issuer's Principal Executive Offices:
401 EDGEWATER PLACE, STE 200, WAKEFIELD,
MASSACHUSETTS
, 01880. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on March 26, 2025 (as amended, the "Schedule 13D"). This Amendment No. 2 supplements Items 4 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Following the resignation of Bruce Schanzer from the Board and pursuant to the terms of the Cooperation Agreement, Converium and the Issuer agreed to appoint Jennifer Bitterman ("Ms. Bitterman") to the Board as a Replacement Director (as defined in the Cooperation Agreement). In connection therewith, Converium and the Converium Funds entered into a letter agreement with the Issuer on October 15, 2025 (the "Letter Agreement"), setting forth the terms of Ms. Bitterman's appointment to the Board. The full text of the Letter Agreement is included as Exhibit 99.3 and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.3: Letter Agreement, dated October 15, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 15, 2025). | ||
| 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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