Schedule 13D
Explanatory Note. This Amendment No. 3 to Schedule 13D (this “Amendment”) is being filed by Maria M. Pope, Gordon P.
Andrews, PT Pope Properties LLC, PMG Family Limited Partnership, Emily T. Andrews 1987 Revocable Trust, and Gordon Pope Andrews Descendants’ Trust U/T/A December 31, 2012 (each of the foregoing, a “Reporting Person”
and collectively, the “Reporting Persons”) as an amendment to that certain Schedule 13D filed by the Reporting Persons, Pope MGP, Inc., a Delaware corporation (“MGP”), and Pope EGP, Inc., a Delaware
corporation (“EGP”), with the Securities and Exchange Commission (the “SEC”) on April 8, 2019, as previously amended by Amendment No. 1, filed by MGP with the SEC on November 7, 2019,
and Amendment No. 2, filed by the Reporting Persons, MGP and EGP on January 22, 2020 (collectively, the “Schedule 13D”). Capitalized terms used herein without definition have meanings assigned thereto in the
Schedule 13D.
The purpose of this Amendment is to reflect the disposition by the Reporting Persons of all equity securities of the Issuer beneficially
owned by them, as a result of the consummation of the merger of Pacific LP Merger Sub III, LLC, a Delaware limited liability company, with and into the Issuer on May 8, 2020 (“Merger”), and certain transactions relating
thereto (collectively and together with the Merger, the “Transactions”), pursuant to an Agreement and Plan of Merger dated January 14, 2020, as amended on April 1, 2020 (as so amended, the “Merger
Agreement”), by and among the Issuer, Rayonier Inc., a North Carolina corporation (“Rayonier”), Rayonier, L.P., a Delaware limited partnership (“Opco”), Rayonier Operating Company LLC, a
Delaware limited liability company, Rayonier Operating Company Holdings, LLC, a Delaware limited liability company, Pacific GP Merger Sub I, LLC, a Delaware limited liability company, Pacific GP Merger Sub II, LLC, a Delaware limited liability
company, Pacific LP Merger Sub III, LLC, a Delaware limited liability company, EGP and MGP. Upon consummation of the Transactions, MGP and EGP, each previously among the Reporting Persons, merged with and into subsidiaries of Rayonier and ceased to
exist, resulting in their omission from this Amendment No. 3.
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ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On May 8, 2020, Rayonier completed its previously announced acquisition of the Issuer by virtue of the Merger. In connection with the Merger, (i) the
Shareholders Agreement dated as of November 7, 1985, among MGP, EGP, the Issuer and the other persons party thereto, was terminated; (ii) MGP and EGP distributed to their respective shareholders all of the Units then held by each of them,
totaling 60,000 Units, with each such shareholder receiving 50% of the Units then held by such entities; and (iii) each Unit ceased to be outstanding and was converted into a right of the holder thereof to receive merger consideration in the
form elected by the holder among $125.00 in cash, 3.929 shares of Rayonier common stock, or 3.929 limited partner units of Opco, subject to proration in certain circumstances (the “Merger Consideration”). As a result of the
Merger, the Reporting Persons disposed of all Units beneficially owned by them and received in exchange therefor the right to receive the Merger Consideration.