Sec Form 13D Filing - WINFIELD JOHN V filing for PORTSMOUTH SQUARE INC (PRSI) - 2023-01-11

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 13)

 

PORTSMOUTH SQUARE, INC.

 

Name of Issuer

 

Common Stock, No Par Value Per Share

 

Title of Class of Securities

 

737212-10-0

 

CUSIP Number

 

David Gonzalez

Treasurer

The InterGroup Corporation

1516 S. Bundy Dr., Suite 200

Los Angeles, California 90025

(310) 889-2559

 

Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications

 

December 30, 2022

 

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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

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 and subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

 

   

 

 

CUSIP No. 737212-10-0

 

1.

Name of Reporting Person

 

John V. Winfield

Tax Identification Number

 

###-##-####

2.

Check the Appropriate Box if a Member of a Group

 

(a) [  ]
(b) [X]

3.

SEC Use Only

 

 

4.

Source of Funds

 

InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth.

5.

Check if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [  ]

 

 

6.

Citizenship or Place of

 

Organization U.S.

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

 

18,641

8.

Shared Voting Power

 

573,344

9.

Sole Dispositive Power

 

18,641

10. Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

573,344 Shares of Common Stock

12.

Check if the Aggregate Amount in Row 11 Excludes Certain Shares [  ]

 

13.

Percent of Class Represented by Amount in Row 11

 

78.1%

14.

Type of Reporting Person

 

IN

 

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CUSIP No. 737212-10-0

 

1.

Name of Reporting Person

 

The InterGroup Corporation

Tax Identification Number

 

13-3293645

2.

Check the Appropriate Box if a Member of a Group

 

(a) [  ]
(b) [X]

3.

SEC Use Only

 

 

4.

Source of Funds

 

InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth.

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

7.

Sole Voting Power

 

554,703

8.

Shared Voting Power

 

9.

Sole Dispositive Power

 

554,703

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

554,703 Shares of Common Stock

12.

Check if the Aggregate Amount in Row 11 Excludes Certain Shares [  ]

 

13.

Percent of Class Represented by Amount in Row 11

 

75.6%

14.

Type of Reporting Person

 

CO

 

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AMENDMENT NO. 12

TO SCHEDULE 13D

OF JOHN V. WINFIELD

AND THE INTERGROUP CORPORATION

REGARDING OWNERSHIP OF SECURITIES OF

PORTSMOUTH SQUARE, INC.

 

This Amendment No. 12 to Schedule 13D is being filed by John V. Winfield and The InterGroup Corporation, a Delaware corporation (“InterGroup”) to update information previously furnished.

 

The following items of this Schedule 13D are amended:

 

Item 1. Security of Issuer.

 

This Amendment reflects additional purchases of the Common Stock, no par value (the “Common Stock”) of Portsmouth Square, Inc., a California corporation (“Portsmouth” or the “Issuer”) by InterGroup. The address of the principal executive offices of the Issuer is 1516 S. Bundy Dr., Suite 200, Los Angeles, CA 90025.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth.

 

Item 4. Purposes of Transactions.

 

On December 30, 2022, InterGroup purchased additional shares of the Common Stock of Portsmouth in a series of open market purchases. InterGroup has purchased shares of the Common Stock of Portsmouth for investment purposes. InterGroup may make additional purchases of the Common Stock in open market transactions, primarily in block purchases or private transactions, to increase their equity interest in Portsmouth.

 

The following is a list of all acquisitions made and whether open market or private purchase since 5/28/2021:

 

   Date  Shares   Amount 
            
Open market  6/8/2021   682   $43,700 
Private transaction  6/10/2021   47   $2,585 
Open market  6/15/2021   400   $25,652 
Open market  6/15/2021   375   $23,677 
Private transaction  8/11/2021   47   $2,585 
Open market  8/11/2021   100   $5,618 
Open market  12/22/2021   1   $46 
Open market  12/23/2021   100   $3,979 
Open market  12/30/2021   100   $4,810 
Open market  12/30/2021   100   $4,810 
Private transaction  7/1/2022   115   $4,778 
Open market  12/28/2022   3,382   $131,391 
Open market  12/30/2022   688   $33,444 

 

InterGroup presently owns 75.6% of the Common Stock of Portsmouth. Four of Portsmouth’s directors are also directors of InterGroup. John V. Winfield serves as Chairman of the Board and President of InterGroup and Chairman of the Board of Portsmouth.

 

Except as discussed above, InterGroup does not have any other plans or proposals at this time which relate to or would result in the events set forth in this Item 4.

 

Item 5. Interest in the Securities of the Issuer.

 

(a) As of December 30, 2022, John V. Winfield beneficially owns 18,641 shares of the Common Stock of Portsmouth. Those shares represent approximately 2.5% of the outstanding Common Stock of Portsmouth. As of December 30, 2022, InterGroup owns 554,703 shares of the Common Stock of Portsmouth, representing approximately 75.6% of the outstanding Common Stock. To the extent that Mr. Winfield may be deemed to beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth owned by InterGroup, Mr. Winfield would beneficially own approximately 78.1% of the Common Stock of Portsmouth.

 

The above percentages were determined based on Portsmouth’s representation that it had 734,187 shares of Common Stock outstanding as of December 30, 2022.

 

(b) Mr. Winfield and InterGroup have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, the shares of Common Stock beneficially owned by each of them, respectively. Since Mr. Winfield beneficially owns more than 65% of the Common Stock of InterGroup, it is expected that all shares of Common Stock held by Mr. Winfield and InterGroup would be voted in the same way; however, there is no requirement or agreement that those shares be voted in that manner.

 

(c) Information with respect to transactions in the Common Stock that were effected during the past sixty (60) days is set forth below:

 

Date   Number of Shares   Price per Share   Nature
12/28/2022    3,382   $38.85   Open Market Purchase
12/30/2022    688   $44.25   Open Market Purchase
               
               
               
               

 

(d) No person other than John V. Winfield and InterGroup, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares beneficially owned by each of them, respectively.

 

(e) Inapplicable.

 

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SIGNATURES

 

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.

 

Dated: January 11, 2023 John V. Winfield
     
  By: /s/ John V. Winfield
    John V. Winfield
    President, Chairman of the Board and CEO
     
Dated: January 11, 2023 THE INTERGROUP CORPORATION
     
  By: /s/ David Gonzalez
    David Gonzalez
    Treasurer and Controller

 

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APPENDIX A

 

THE INTERGROUP CORPORATION

Executive Officers and Directors*

 

John V. Winfield - Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation.
Chairman of the Board and Chief Executive Officer, Portsmouth Square, Inc.
  Citizenship: United States
   
William J. Nance - Director of The InterGroup Corporation and Portsmouth Square, Inc.
  Principal Occupation: Certified Public Accountant (“CPA”) and Consultant
  Citizenship: United States
   
Yvonne L. Murphy -

Director of The InterGroup Corporation and Portsmouth Square, Inc.

Principal Occupation: Lobbyist and management consultant

  Citizenship: United States
   
John C. Love - Director of The InterGroup Corporation and Portsmouth Square, Inc.
  Retired CPA, Independent consultant to the hospitality and tourism industries
  Citizenship: United States
   

Stephen Grunwald -

Director of Portsmouth Square, Inc. and The InterGroup Corporation

 

Principal Occupation: Hotel Management

  Citizenship: ______________________
   
David C. Gonzalez - Vice President Real Estate, The InterGroup Corporation
  President, Portsmouth Square, Inc.
  Citizenship: United States

 

* Business Address: The business address for all executive officers and directors is c/o The InterGroup Corporation, 1516 S. Bundy Dr., Suite 200, Los Angeles, CA 90025.

 

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