Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 12:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
RPT Realty
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
74971D101
(CUSIP Number)
December 30, 2022
(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)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
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 any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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. 74971D101
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| 1. |
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Names of Reporting Persons
Macquarie Group Limited |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒ (b) ☐
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| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization Sydney, New South Wales
Australia |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,476,868 deemed beneficially owned due to reporting person’s ownership of Macquarie Management Holdings Inc., Macquarie Investment
Management Business Trust and Macquarie Investment Management Australia Limited whose individual holdings are shown on the following forms. |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 8.77% |
| 12. |
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Type of Reporting Person
(See Instructions) HC |
Page 2 of 13
CUSIP No. 74971D101
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| 1. |
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Names of Reporting Persons
Macquarie Management Holdings Inc |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒ (b) ☐
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| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization State of
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
7,397,598 |
| |
6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
7,397,598 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,459,111 deemed beneficially owned due to reporting person’s ownership of Macquarie Investment Management Business
Trust |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☒ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 8.75% |
| 12. |
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Type of Reporting Person
(See Instructions) HC |
Page 3 of 13
CUSIP No. 74971D101
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| 1. |
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Names of Reporting Persons
Macquarie Investment Management Business Trust |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒ (b) ☐
|
| 3. |
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SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization State of
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
5. |
|
Sole Voting Power
7,397,598 |
| |
6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
7,397,598 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,459,111 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☒ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 8.75% |
| 12. |
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Type of Reporting Person
(See Instructions) IA |
Page 4 of 13
CUSIP No. 74971D101
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| 1. |
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Names of Reporting Persons
Macquarie Investment Management Australia Limited |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☒ (b) ☐
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| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization Sydney, New South Wales,
Australia |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
5. |
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Sole Voting Power
17,757 |
| |
6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
17,757 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,757 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 0.02% |
| 12. |
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Type of Reporting Person
(See Instructions) CO |
Page 5 of 13
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| Item 1. |
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(a) |
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Name of Issuer
RPT Realty |
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(b) |
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Address of Issuer’s Principal Executive Offices
19 West 44th Street Suite 1002 New York, NY 10036 |
| Item 2. |
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(a) |
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Name of Person Filing
This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc, Macquarie Investment Management Business Trust and Macquarie Investment Management Australia
Limited. |
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(b) |
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Address of Principal Business Office or, if none, Residence
The principal business address of Macquarie Group Limited and Macquarie Investment Management Australia Limited is 50 Martin Place Sydney, New South Wales,
Australia. The principal business address of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103. |
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(c) |
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Citizenship
Macquarie Group Limited, Macquarie Investment Management Australia Limited—Sydney, New South Wales,
Australia Corporation Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust – incorporated or formed under the laws of
the State of Delaware. |
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(d) |
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Title of Class of Securities
Common Stock |
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(e) |
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CUSIP Number
74971D101 |
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| Item 3. |
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If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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☐ |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with§ 240.13d–1(b)(1)(ii)(J), please specify the type of
institution:____________________________ |
Page 6 of 13
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| Item 4. |
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Ownership |
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| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
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Amount beneficially owned:
See responses on the cover page hereto. |
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(b) |
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Percent of class:
See responses on the cover page hereto. |
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(c) |
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Number of shares as to which the person has: |
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(i) |
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Sole power to vote or to direct the vote
See responses on the cover page hereto. |
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(ii) |
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Shared power to vote or to direct the vote
0 |
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(iii) |
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Sole power to dispose or to direct the disposition of
See responses on the cover page hereto. |
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(iv) |
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Shared power to dispose or to direct the disposition of
0 |
| Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person |
See Exhibit A.
| Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
| Item 9. |
Notice of Dissolution of Group |
Not applicable.
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.
Page 7 of 13
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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| Macquarie Group Limited |
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February 14, 2023
Date |
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| /s/ Michael Wainer
Signature |
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/s/ Charles Glorioso
Signature |
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| /s/ Michael Wainer |
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/s/ Charles Glorioso |
| Michael Wainer
Associate Director |
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Charles Glorioso
Division Director |
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February 14, 2023 |
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Date |
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| /s/ Michael Wainer
Signature |
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/s/ Charles Glorioso
Signature |
| /s/ Michael Wainer |
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/s/ Charles Glorioso |
| Michael Wainer
Associate Director |
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Charles Glorioso
Division Director |
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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| Macquarie Management Holdings, Inc. |
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February 14, 2023 |
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Date |
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| /s/ Brian L. Murray
Signature |
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| /s/ Brian L. Murray |
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| Brian L. Murray
Chief Compliance Officer |
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| Macquarie Investment Management Business Trust |
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February 14, 2023 |
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Date |
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| /s/ Brian L. Murray
Signature |
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| /s/ Brian L. Murray |
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| Brian L. Murray
Chief Compliance Officer |
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Page 8 of 13
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