Sec Form 13D Filing - Madison International Realty Holdings LLC filing for Veris Residential Inc. (VRE) - 2020-11-17

1	NAMES OF REPORTING PERSONS
	Madison International Realty Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			6,409,183
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,409,183
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,409,183
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.07%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Madison International Global Alpha Realty, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			301,522
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			301,522
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	301,522
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.33%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Madison International Realty Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			6,409,183
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,409,183
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,409,183
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.07%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Ronald M. Dickerman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOT ING POWER
			6,409,183
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,409,183
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,409,183
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.07%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

ITEM 1.          SECURITY AND ISSUER

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Mack-Cali Realty Corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey.

ITEM 2.                IDENTITY AND BACKGROUND

(a)	This Statement is being filed jointly by

Citizenship: Delaware

Citizenship: Maryland

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Maryland

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: Delaware

Citizenship: United States

(b)	The address of the principal business office of each of the Reporting Persons is 410 Park Avenue, 10th Floor, New York, New York 10022.

MIRELF VI REIT Investments, a Delaware limited liability company, was formed for the primary purpose of acting as an acquisition vehicle for MIRELF VI to facilitate acquiring and holding securities of publicly traded U.S. companies.

MIRELF VI REIT, a Maryland Statutory Trust, was formed for the primary purpose of acting as an acquisition vehicle for MIRELF VI and engaging in business as a real estate investment trust within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended.  MIRELF VI REIT is the sole member of MIRELF VI REIT Investments.

MIRELF VI, a Delaware limited partnership, was formed to invest in core real estate and potential additional transactions through secondary market purchases of partial illiquid ownership and/or thinly-traded ownership interests in entities owning Class A commercial properties and portfolios.  MIRELF VI is the trustee of MIRELF VI REIT.

Holdings VI, a Delaware limited liability company, was formed for the primary purpose of acting as the sole general partner of MIRELF VI.

MIR VI, a Delaware limited liability company, was formed for the primary purpose of acting as the asset manager of MIRELF VI.

MIRELF VII US Securities, a Delaware limited liability company, was formed for the primary purpose of acting as an acquisition vehicle for MIRELF VII to facilitate acquiring and holding securities of publicly traded U.S. companies.

MIRELF VII REIT, a Maryland Statutory Trust, was formed for the primary purpose of acting as an acquisition vehicle for MIRELF VII and engaging in business as a real estate investment trust within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended.  MIRELF VII REIT is the sole member of MIRELF VII REIT Investments.

MIRELF VII, a Delaware limited partnership, was formed to invest in core real estate and potential additional transactions through secondary market purchases of partial illiquid ownership and/or thinly-traded ownership interests in entities owning Class A commercial properties and portfolios.  MIRELF VII is the trustee of MIRELF VII REIT and the Managing Member of MIRELF VII US Securities.

Holdings VII, a Delaware limited liability company, was formed for the primary purpose of acting as the sole general partner of MIRELF VII.

MIR VII, a Delaware limited liability company, was formed for the primary purpose of acting as the asset manager of MIRELF VII.

MIGAR, a Delaware limited liability company, was formed for the primary purpose of acting as the investment adviser to a separately managed account.

MIRP, a Delaware limited partnership, was formed for the primary purpose of acting as the managing member of MIRH.

MIRP GP, a Delaware limited partnership, was formed for the primary purpose of acting as the general partner of MIRP.

MIRH, a Delaware limited liability company, was formed for the primary purpose of acting as the sole member and managing member of MIR VI and MIR VII.

Mr. Dickerman, a United States citizen, is the managing member of Holdings VI, Holdings VII, MIR VI and MIR VII.  Mr. Dickerman also controls other entities that collectively operate under the trade name “Madison International Realty”.

The name, business address, citizenship and present principal occupation or employment of each executive officer and each member of the board of directors of MIRH, MIRELF VI REIT and MIRELF VII REIT are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule A, has been (1) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

ITEM 3.                SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 4.                PURPOSE OF TRANSACTION

The securities covered by this Schedule 13D were acquired for investment purposes.

On November 10, 2020, the Reporting Persons met with members of management of the Issuer to discuss, in general, the Issuer's business, geographic markets, portfolio, corporate governance and strategic direction.  At the meeting, the Reporting Persons indicated their support for the management team and their willingness to work with management on possible strategic or other initiatives to enhance shareholder value.  During the discussion, the Reporting Persons, as one of the largest shareholders of the Issuer, also discussed potentially seeking representation on the board of directors of the Issuer.  The Reporting Persons have not established a definitive plan or proposal to seek such representation, but may formulate such a plan or proposal in the future.

The Reporting Persons expect to maintain a constructive dialogue with management of the Issuer regarding, among other topics, the Issuer's operations and strategic direction, and opportunities to enhance shareholder value.  The Reporting Persons may also hold discussions with members of the board of the directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

The Reporting Persons intend to review continuously their position in the Issuer.  Depending on future evaluations of the business prospects of the Issuer and upon other developments, including general economic, financial market and business conditions, the Reporting Persons may retain or from time to time increase their holdings or dispose of all or a portion of their holdings, subject to any applicable legal restrictions on their ability to do so.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may at any time and from time to time take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, (i) proposing measures which they believe would enhance shareholder value, (ii) seeking representation on the board of directors of the Issuer, (iii) purchasing additional shares of Common Stock or other securities of the Issuer, (iv) selling some or all of any securities of the Issuer, or (v) otherwise changing their intention with respect to any of the matters referenced in this Item 4.

ITEM 5.                INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

The aggregate percentage of Common Stock reported as owned by each Reporting Person is based upon the 90,712,389 shares of Common Stock disclosed by the Issuer as outstanding as of November 2, 2020 in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2020.

Fund VI:

2,609,435 shares reported hereby as being owned by MIRELF VI REIT Investments are owned directly by MIRELF VI REIT Investments. MIRELF VI REIT, as sole member and managing member of MIRELF VI REIT Investments, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments. MIRELF VI, as the sole shareholder and Trustee of MIRELF VI REIT, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments. Holdings VI, as the general partner of MIRELF VI, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments. MIR VI, as the asset manager of MIRELF VI, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments.  MIRH, as the sole member and managing member of MIR VI, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments.  MIRP, as the managing member of MIRH, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments. MIRP GP, as the general partner of MIRP, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments.  Mr. Dickerman, as the managing member of Holdings VI and MIRP GP, may be deemed to be a beneficial owner of all such shares owned by MIRELF VI REIT Investments.

Fund VII:

3,498,226 shares reported hereby as being owned by MIRELF VII US Securities are owned directly by MIRELF VII US Securities. MIRELF VII, as the sole shareholder and Trustee of MIRELF VII REIT, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities. Holdings VII, as the general partner of MIRELF VII, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities. MIR VII, as the asset manager of MIRELF VII, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities.  MIRH, as the sole member and managing member of MIR VII, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities.  MIRP, as the managing member of MIRH, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII REIT.  MIRP GP, as the general partner of MIRP, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities.  Mr. Dickerman, as the managing member of Holdings VII and MIRP GP, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities.

SMA:

MIGAR advises a separately managed account (the “SMA”) that directly owns 301,522 shares.  MIGAR, as investment adviser to the SMA, may be deemed to be a beneficial owner of all such shares owned by the SMA.  MIRH, as the sole member and managing member of MIGAR, may be deemed to be a beneficial owner of all such shares owned by the SMA.  MIRP, as the managing member of MIRH, may be deemed to be a beneficial owner of all such shares owned by the SMA. MIRP GP, as the general partner of MIRP, may be deemed to be a beneficial owner of all such shares owned by the SMA.  Mr. Dickerman, as the managing member of MIRP GP, may be deemed to be a beneficial owner of all such shares owned by the SMA.

Holdings VI, MIR VI, Holdings VII, MIR VII, MIRP, MIRP GP, MIRH and Mr. Dickerman disclaim beneficial ownership of the shares of Common Stock beneficially owned by MIRELF VI REIT Investments, MIRELF VI REIT, MIRELF VI, MIRELF VII US Securities, MIRELF VII REIT, MIRELF VII and MIGAR to the extent that equity interests in such entities are held directly or indirectly by persons other than Holdings VI, MIR VI, Holdings VII, MIR VII, MIRP, MIRP GP, MIRH or Mr. Dickerman.

ITEM 6.          CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between any Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7.          MATERIAL TO BE FILED AS EXHIBITS

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.

Date: November 17, 2020

 

By:	/s/ Ronald M. Dickerman
	Ronald M. Dickerman
	Managing Member

MIRELF VII US Securities, LLC

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